Published: January 2023
Updates will be indicated here
Please read this agreement carefully before purchasing and/or using software or services from Dectar™. By using Dectar software or services, client signifies its assent to and acceptance of this agreement and acknowledges it has read and understands this agreement. An individual acting on behalf of an entity represents that he or she has the authority to enter into this agreement on behalf of that entity. If client does not accept the terms of this agreement, then it must not use Dectar software or services. This agreement incorporates the product appendices referenced by URL in this agreement.
This Dectar Enterprise Agreement is between the Client and DKSU4Securitas Limited (trading as “Dectar”) and addresses unique commercial considerations that apply to Dectar Products, open source software, and our subscription business model.
1. The Mechanics of the Agreement
1.1 Ordering. The Agreement applies to Dectar Products that you purchase or for which you acquire the right to access or use, including Subscriptions, Professional Services, Training Services, access to Dectar Online Properties and other Dectar offerings, whether obtained directly from Dectar or from a Dectar Business Partner. You may order Dectar Products directly from Dectar by submitting an Order Form or from a Dectar Business Partner using the Business Partner’s ordering procedure. Affiliates of either party may conduct business under this Agreement by signing an Order Form or other document that references these General Terms and may include additional terms relating to local requirements or other transaction details.
1.2 Structure. The Agreement consists of three components: (1) the General Terms; (2) the Product Appendices (which may include end user license agreements) applicable to Your Products; and (3) if applicable, all Order Forms. Certain terms are defined in the General Terms or in the Definitions section at the end of the General Terms. If you order Dectar Products from a Business Partner, then any agreement that you enter into with the Business Partner is solely between you and the Business Partner and will not be binding on Dectar.
2. Term
2.1 Agreement Term. The Agreement begins on the Effective Date and continues until it is terminated as set forth below.
2.2 Services Term. Unless otherwise agreed in writing, the Service that you order will start at the earlier of
(a) your first use of the Service,
(b) the date you purchased the Service, or
(c) the start date contained in the Order Form, and, in each case, will end at the expiration of the Services Term unless sooner terminated as set forth below. Subscriptions automatically renew for successive terms of the same duration as the original Services Term, unless either party gives written notice to the other party of its intention not to renew at least thirty (30) days before the expiration of the applicable Services Term. Any Services that you order must be consumed during the applicable Services Term and any unused Services will expire.
3. Fees and Payment
3.1 Payment of Fees. Section 3.1 applies only to Dectar Products ordered directly from Dectar (the payment terms applicable to Dectar Products purchased from a Business Partner are included in your Business Partner agreement).
a) Unless otherwise set forth in an Order Form, you agree to pay Fees (1) for Professional Services and Training Services at the time of your order; and (2) for Subscriptions no later than 30 days after the date of Dectar’s invoice. Credit is subject to Dectar’s approval and Dectar may change credit terms.
b) Fees do not include reasonable out-of-pocket expenses, shipping costs, Taxes, or service provider fees (such as payment processor or vendor management) and you agree to pay such amounts or reimburse Dectar for such amounts paid or payable by Dectar. You must pay the Fees and expenses without withholding or deduction. If you are required to withhold or deduct any Taxes from the Fees or expenses, then you agree to increase the amount payable to Dectar by the amount of such Taxes so that Dectar receives the full amount of all Fees and expenses. All Fees, expenses and other amounts paid under the Agreement are non-refundable.
3.2 Basis of Fees. Fees are determined by counting the Units associated with the applicable Dectar Product. For example, Subscriptions may be priced based on the number of servers or PCs or other endpoints. You agree to order and pay for the appropriate type and quantity of Dectar Products based on the Units you use or deploy. If during the term of the Agreement, the actual number of Units you use or deploy exceeds the number of Units you have ordered and paid for, you must promptly report to Dectar or a Business Partner the number of additional Units used or deployed and the date(s) on which they were used or deployed. Dectar (or the Business Partner) will invoice you and you agree to pay for the additional Units in accordance with your approved payment terms.
4. Termination
4.1 Termination for Cause. Either party may terminate this Agreement (in whole or with respect to any Order Form or Dectar Product obtained from Dectar or a Business Partner) by notice to the other party if
(a) the other party materially breaches this Agreement, and does not cure the breach within thirty (30) days after written notice (except in the case of a breach of Section 9 in which case no cure period will apply), or
(b) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, Dectar may, at its option and without limiting its other remedies, suspend (rather than terminate) any Services if you breach the Agreement (including with respect to payment of Fees) until the breach is remedied.
4.2 Termination for Convenience. Either party may terminate the Agreement by notice to the other party at any time if all Services Terms have expired.
4.3 Effect of Termination; Survival. The termination or suspension of an individual Order Form, Business Partner order or any Dectar Products purchased from Dectar or a Business Partner will not terminate or suspend any other Order Form, Business Partner order, Dectar Product or the remainder of the Agreement unless specified in the notice of termination or suspension. If the Agreement is terminated in whole, all outstanding Order Form(s), Business Partner orders and Services will terminate. If this Agreement, any Order Form or Business Partner order is terminated, you agree to pay for all Units that you used or deployed or that were provided by Dectar up to the effective date of termination. Sections 1.2, 3, 4.3, 5.2, 5.3, 9 (to the extent set forth therein), 10, 11 (to the extent set forth therein) and 12-15 will survive the termination of this Agreement.
5. Representations and Warranties
5.1 Dectar represents and warrants that
(a) it has the authority to enter into this Agreement,
(b) the Services will be performed in a professional and workmanlike manner by qualified personnel,
(c) to its knowledge, the Software does not, at the time of delivery to you, include malicious mechanisms or code for the purpose of damaging or corrupting the Software and
(d) the Services will comply in all material respects with laws applicable to Dectar as the provider of the Services.
Client represents and warrants that
(a) it has the authority to enter into this Agreement, and
(b) its use of Dectar Products will comply with all applicable laws, and it will not use the Dectar Products for any illegal activity.
5.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, THE Dectar PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND Dectar DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. Dectar AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE Dectar PRODUCTS WILL BE UNINTERRUPTED, SECURE, ERROR FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTS, OR THAT Dectar WILL CORRECT ALL ERRORS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN SECTION 5.1, YOUR EXCLUSIVE REMEDY, AND Dectar’ ENTIRE LIABILITY, WILL BE THE RE-PERFORMANCE OR RE- DELIVERY OF THE DEFICIENT Dectar PRODUCT, OR IF Dectar CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT Dectar PRODUCT, IN WHICH CASE YOU MAY RECEIVE A PRO RATA REFUND OF THE FEES PAID FOR THE DEFICIENT Dectar PRODUCT AS OF THE EFFECTIVE DATE OF TERMINATION.
5.3 The Dectar Products have not been tested in all situations under which they may be used. Dectar will not be liable for the results obtained through use of the Dectar Products and you are solely responsible for determining appropriate uses for the Dectar Products and for all results of such use. In particular, Dectar Products are not specifically designed, manufactured or intended for use in
(a) the design, planning, construction, maintenance, control, or direct operation of nuclear facilities,
(b) aircraft control, navigation, or communication systems
(c) weapons systems,
(d) direct life support systems
(e) or other similar hazardous environments.
5.4 Technical Preview Software (also referred to as Tech Preview) introduces new features that Dectar is working on. Tech Preview Software is unsupported and as a result they are always highlighted in the user interface as a “Tech Preview” feature. ACSIA XDR Plus™ is constantly evolving, and Tech Previews are provided to Clients and Business Partners to provide advanced insights into product innovations, allowing us gather valuable feedback on product design and functionality.
6. Evaluations/Proof of Concept
Dectar may offer Evaluation Subscriptions for evaluation and not for production purposes. Evaluation Subscriptions may be provided with limited or no support or subject to other limitations.
7. Confidentiality
7.1 Recipient
(a) may not disclose Confidential Information of a Discloser to any third party unless Discloser approves the disclosure in writing or the disclosure is otherwise permitted under this Section 9;
(b) will use the same degree of care to protect Confidential Information of Discloser as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and
(c) may disclose Confidential Information of the Discloser only to its employees, Affiliates, agents and contractors with a need to know, and to its auditors and legal counsel, in each case, who are under a written obligation (or other professional obligation) to keep such information confidential using standards of confidentiality no less restrictive than those required by this Section 9. These obligations will continue for a period of two (2) years following initial disclosure of the particular Confidential Information. A Recipient may disclose Confidential Information if it is required to do so by applicable law, regulation or court order but, where legally permissible, will provide advance notice to the Discloser to enable the Discloser to seek a protective order or other similar protection if feasible. “Recipient” is the party receiving Confidential Information under this Agreement. “Discloser” is a party disclosing Confidential Information under this Agreement.
7.2 Information is not Confidential Information, if:
(a) the information is or becomes publicly available other than as a result of the Recipient’s breach of this Agreement,
(b) the Recipient, at the time of disclosure, knows or possesses the information without obligation of confidentiality or thereafter obtains the information from a third party not under an obligation of confidentiality;
(c) the Recipient independently develops the information without use of the Discloser’s Confidential Information,
(d) the information is generally known or easily developed by someone with ordinary skills in the business of the Recipient, or
(e) the information is licensed under an Open Source License (as defined by the Open Source Initiative (https://opensource.org/)).
7.3 Confidential Information that is disclosed prior to termination of this Agreement will remain subject to this Agreement for the period set forth above. Upon written request of the Discloser, the Recipient will promptly return or destroy all Confidential Information, except for Confidential Information stored in routine back-up media not accessible during the ordinary course of business.
8. Client Information, Feedback, Reservation of Rights, & Review
8.1 Client Information. If you provide Client Information in connection with your use of or access to Dectar Products, you agree that, subject to Section 7, Dectar, its Affiliates, and Suppliers may use such Client Information in connection with providing the Dectar Products. You agree that your provision (and Dectar’s use) of Client Information under this Agreement does not require any additional consents or licenses, will be in compliance with applicable law, and will not violate any intellectual property, proprietary, privacy, or other right of any third party. As between Dectar and you, you retain all other rights in and to Client Information.
8.2 Feedback. You may be asked to voluntarily provide Dectar with Feedback in connection with Dectar Products, but have no obligation to do so. If you choose to do so, Dectar may use Feedback for any purpose, including incorporating the Feedback into, or using the Feedback to develop and improve Dectar Products and other Dectar offerings without attribution or compensation. You grant Dectar a perpetual and irrevocable license to use all Feedback for any purpose. You agree to provide Feedback to Dectar only in compliance with applicable laws and you represent that you have the authority to provide the Feedback and that Feedback will not include proprietary information of a third party.
8.3 Reservation of Rights. Dectar grants to you only those rights expressly granted in the Agreement with respect to the Dectar Products and reserves all other rights in and to the Dectar Products (including all intellectual property rights). Dectar may collect and use for any purpose aggregate anonymous benchmark data about your use of the Dectar Products. Nothing in this Agreement will limit Dectar from providing software, materials, or services for itself or other clients, irrespective of the possible similarity of such software, materials or services to those that might be delivered to you. The terms of Section 9 will not prohibit or restrict either party’s right to develop, use or market products or services similar to or competitive with the other party; provided, however, that neither party is relieved of its obligations under this Agreement.
9. Review
While this Agreement is in effect and for one year thereafter, Dectar or its designee, acting in accordance with Section 9, may inspect your facilities and records to verify your compliance with this Agreement. You agree to
(a) respond promptly to requests for information, documents and/or records,
(b) grant appropriate access for on-site visits in order to verify your compliance, and
(c) reasonably cooperate in connection with any such verification. Dectar will provide at least ten (10) days prior written notice for any on-site visits, and will conduct on- site visits during regular business hours in a manner that reasonably minimizes interference with your business. If Dectar notifies you of any noncompliance or underpayment, then you will resolve the non-compliance and/or underpayment within fifteen (15) days from the date of notice. If the underpayment exceeds five percent (5%), then you will also reimburse Dectar for the cost of the inspection.
10. Limitations
10.1 DISCLAIMER OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR ITS AFFILIATES, WILL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICE INTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Dectar’S AND ITS AFFILIATES’ TOTAL AND AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY Dectar WITH RESPECT TO THE PARTICULAR Dectar PRODUCT GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM; PROVIDED THAT IN NO EVENT WILL Dectar’S AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE FEES RECEIVED BY Dectar DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY UNDER THIS AGREEMENT. THIS LIMITATION APPLIES REGARDLESS OF THE NATURE OF THE CLAIM, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHER LEGAL THEORY.
10.3 NO EXCLUSION OR LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT AND/OR ANY ORDER FORM, Dectar DOES NOT EXCLUDE OR LIMIT LIABILITY FOR (A) PERSONAL INJURY OR DEATH TO THE EXTENT THAT SUCH INJURY OR DEATH RESULTS FROM THE NEGLIGENCE OR WILLFUL DEFAULT OF Dectar, ITS AGENTS, SERVANTS, AFFILIATES, OR SUBCONTRACTORS; (B) ANY FRAUDULENT MISREPRESENTATION UPON WHICH THE CLAIMING PARTY CAN BE SHOWN TO HAVE RELIED; OR (C) ANY OTHER LIABILITY WHICH IS NOT PERMISSIBLE AT LAW TO EXCLUDE OR LIMIT.
11. Governing Law and Claims
The Agreement, and any claim, controversy or dispute related to the Agreement, are governed by and construed in accordance with the laws of the Republic of Ireland without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the Republic of Ireland. Any claim, suit, action or proceeding arising out of or relating to this Agreement or its subject matter will be brought exclusively in the courts of the Republic of Ireland and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
12. Miscellaneous
12.1 Export. Dectar may supply you with Controlled Materials. You agree to comply with all applicable export and import laws or regulations, including any local laws in your jurisdiction concerning your right to import, export or use Controlled Materials and agree that Dectar is not responsible for your compliance. Without limiting the foregoing, you agree that you will not export, disclose, re-export or transfer the Controlled Materials, directly or indirectly, to:
(a) any U.S. embargoed destination;
(b) any party who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, or sounding rockets, unmanned air vehicle systems, or any other restricted end-use; or
(c) anyone on (or controlled by a person or entity on) a U.S. government restricted persons list, including those who have been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You will not provide to Dectar any data or engage Dectar in any activity, in each case, that could constitute the development of a “defense article” or provision of a “defense service” to you, as these terms are defined in Section 120 of the International Traffic in Arms Regulations (ITAR). In addition, you will not, and will not allow third parties under your control, (i) to provide Dectar with Client Information that requires an export license under applicable export control laws or (ii) to process or store any Client Information that is subject to the ITAR. If you breach (or Dectar believes you have breached) this paragraph or the export provisions of an end user license agreement for any Software or Dectar is prohibited by law or otherwise restricted from providing Dectar Products to you, Dectar may terminate this Agreement and/or the applicable Order Form without liability to you. You acknowledge that to provide the Services, it may be necessary for Client Information to be transferred between Dectar, its Affiliates, Business Partners, vendors and/or subcontractors, which may be located worldwide.
12.2 Notices. Notices must be in English, in writing, and will be deemed given upon receipt, after being sent using a method that provides for positive confirmation of delivery to the address(es) or email address provided by you, including through an automated receipt or by electronic log. Any notice from you to Dectar must include a copy sent to: Dectar, 65 Ivy Exchange, Parnell Street, Dublin 1; Email: legal-notices@Dectar.com. Billing notices to you will be addressed to the billing contact designated by you.
12.3 Assignment. Either party may upon written notice:
(a) assign this Agreement to an Affiliate if the Affiliate’s financial condition and creditworthiness are sufficient to satisfy the assigning party’s obligations under the Agreement and the assignment will not affect the non- assigning party’s obligations under the Agreement; and
(b) assign this Agreement to a successor or acquirer pursuant to a merger or sale of all or substantially all of such party’s assets. Any other assignment will be deemed void and ineffective without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and will endure to the benefit of the parties and their respective successors and permitted assigns.
12.4 Waiver. A waiver by a party under this Agreement is only valid if in writing and signed by an authorized representative of such party. A delay or failure of a party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights.
12.5 Independent Contractors. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship between the parties or any Affiliate. Each party is solely responsible for supervision, control and payment of its personnel. Dectar may subcontract Services to third parties or Affiliates as long as
(a) subcontractors agree to protect Confidential Information and
(b) Dectar remains responsible to you for performance of its obligations.
12.6 Third Party Beneficiaries. This Agreement is binding on the parties to this Agreement and, other than as expressly provided in the Agreement, nothing in this Agreement grants any other person or entity any right, benefit or remedy.
12.7 Force Majeure. Neither party is responsible for nonperformance or delay in performance of its obligations (other than payment of Fees) due to causes beyond its reasonable control.
12.8 Complete Agreement and Order of Precedence. The Agreement represents the complete agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and proposals, whether written or oral, with respect to such subject matter. Any terms contained in any other documentation that you deliver to Dectar, including any purchase order or other order-related document (other than an Order Form), are void and will not become part of the Agreement or otherwise bind the parties. If there is a conflict between the General Terms, the Product Appendices and/or an Order Form, the General Terms will control unless otherwise expressly provided in the Product Appendices and/or Order Form.
12.9 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The parties may exchange signature pages by email or electronic signature process and such signatures will be effective to bind the parties to the Agreement.
13. Severable
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement will remain in effect to the greatest extent permitted by law.
14. Definitions
14.1 “Account” means an account that enables you to access and use Dectar Online Properties and may include a user name and password or other means of access designated by Dectar.
14.2 “Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a party, where “control” is the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
14.3 “Business Partner” means a cloud provider, distributor, reseller, OEM or other third party authorized to resell or distribute Dectar Products.
14.4 “Business Partner order” means an order for a Dectar Product placed through a Business Partner.
14.5 “Client” or “you” means the person or entity acquiring the right to use or access the Dectar Products and which is a party to this Agreement.
14.6 “Client Information” means any data, information, software or other materials that you provide to Dectar under the Agreement.
14.7 “Confidential Information” means information disclosed by the Discloser to the Recipient during the term of the Agreement that (i) is marked confidential; (ii) if disclosed orally, is clearly described as confidential at the time of disclosure and is subsequently set forth in writing, marked confidential, and sent to the Recipient within thirty (30) days following the oral disclosure; or (iii) is of a nature that the Recipient knows is confidential to the Discloser or should reasonably be expected to know is confidential.
14.8 “Controlled Materials” mean software or technical information that is subject to the United States Export Administration Regulation.
14.9 “Effective Date” means earliest of
(a) the date of the last signature on this Agreement or an Order Form,
(b) your online acceptance of the
Agreement, and
(c) when you first receive access to a Dectar Product.
14.10 “Evaluation Subscriptions” means Dectar Products offered without charge solely for evaluation and not for production purposes, including offerings described as “Technical Preview” or “Tech Preview”.
14.11 “Feedback” means any ideas, suggestions, proposals or other feedback you may provide regarding Dectar Products.
14.12 “Fees” are the amounts to be paid by Client to Dectar (directly or through a Business Partner) for the Dectar Products.
14.13 “General Terms” means the terms contained in Sections 1 – 15 of this document.
14.14 “Online Subscriptions” means Subscriptions to one of the Dectar Online Properties.
14.15 “Order Form” is Dectar’s standard ordering document or online purchasing form used to order Dectar Products or for Professional Services, that are incorporated into an applicable statement of work.
14.16 “Professional Services” means consulting services provided by Dectar.
14.17 “Dectar Online Properties” mean Dectar websites, portals and hosted Services included in, or provided in connection with, Dectar Products.
14.18 “Dectar Products” means Software, Services, Subscriptions and other Dectar branded offerings made available by Dectar.
14.19 “Service(s)” means Dectar branded services offered as Subscriptions, Professional Services, Training Services, access to Dectar Online Properties or other services offered by Dectar.
14.20 “Services Term” means the period during which you are entitled by Dectar to use, receive access or consume a particular Dectar Product pursuant to an Order Form or Business Partner order.
14.21 “Software” means Dectar branded software that is included in Dectar Product offerings.
14.22 “Subscription” means a time bound Dectar Services offering, other than Professional Services.
14.23 “Supplier” means a third party that provides service(s) to Dectar in order for Dectar to offer Services to its customers and/or Business Partners.
14.24 “Taxes” means any form of taxation of whatever nature and by whatever authority imposed, including any interest, surcharges or penalties, arising from or relating to this Agreement or any Dectar Products, other than taxes based on the net income of Dectar.
14.25 “Training Services” means access to Dectar training courses, including online courses or courses provided at a site as may be agreed by the parties.
14.26 “Unit” means the basis upon which Fees are determined for Dectar Products as set forth in Product Appendices or an Order Form.
14.27 “Your Products” means the Dectar Products that you have purchased, licensed, or otherwise acquired the right to access or use.
14.28 “Technical Preview” and “Tech Preview” mean Software which is provided as a preview and is an alpha, beta or other pre-release version of the Software. These features are not fully supported and may not be functionally complete and are provided to provide a feedback loop, allowing Clients and Business Partners to influence development and direction of future releases.
15. Intellectual Protection
15.1 It is expressly prohibited from duplicating the Software apart from making one archival copy of Software which is used internally provided it reproduces and includes on such copy any Dectar copyright notice(s).
15.2 To the maximum extent permitted by law, it is prohibited from creating derivative works from,
modifying, leasing, assigning or disassembling, decompiling, or otherwise ‘reverse engineering’
any part of the Software for any purpose.
15.3 It is expressly prohibited to distribute or disseminate the Software as part of this agreement.
15.4 The Software must only be used and operated in accordance with this End User Software
License Agreement (“EULA”).