CYPHON PROPRIETARY NON-COMMERCIAL REGISTERED USER USE LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY.
THIS PROPRIETARY NON-COMMERCIAL REGISTERED USER USE LICENSE AGREEMENT
(“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND DUNBAR SECURITY
SYSTEMS, INC. (“DSS”) AND SETS FORTH THE TERMS AND CONDITIONS UNDER
WHICH YOU MAY USE CERTAIN FEATURES AND SOURCE CODE OF THE CYPHON
TECHNOLOGY AND PLATFORM.
BY DOWNLOADING, INSTALLING OR USING ANY COMPONENT OF CYPHON OR OTHERWISE
ACCESSING THE CYPHON TECHNOLOGY OR CYPHON PLATFORM, YOU ARE BINDING
YOURSELF TO THE PROVISIONS OF THIS AGREEMENT. IF YOU ARE ACTING IN YOUR
PERSONAL CAPACITY FOR A BUSINESS ENTITY, YOU REPRESENT THAT YOU ARE
AUTHORIZED TO BIND YOUR BUSINESS ENTITY TO THE TERMS OF THIS AGREEMENT.
AS USED HEREIN “YOU” MEANS YOU INDIVIDUALLY AND, IF APPLICABLE AS A
REPRESENTATIVE OF YOUR BUSINESS ENTITY AND YOU AGREE THAT THIS AGREEMENT
WITH DSS IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU AND/OR
YOUR BUSINESS ENTITY.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS
AGREEMENT, THEN DSS IS UNWILLING TO LICENSE CYPHON TO YOU, IN WHICH CASE
YOU MAY NOT DOWNLOAD, INSTALL OR USE CYPHON INCLUDING THE CYPHON ENGINE
AND CYCLOPS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE CYPHON PLATFORM AND
TECHNOLOGY OR ANY COMPONENT THEREOF. BY SELECTING “I ACCEPT,” “OK,”
“CONTINUE,” “YES,” “NEXT” OR BY INSTALLING OR USING CYPHON IN ANY WAY,
YOU ARE INDICATING YOUR COMPLETE UNDERSTANDING AND ACCEPTANCE OF ALL OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1.1 “Commercial Purpose” means the direct or indirect use, reproduction
or distribution of the CYPHON components, code, technology and platform,
including with respect to any Modification or Compilation therefor, in
whole or in part, that is intended to result in financial gain, economic
benefit or other form of consideration to any person or entity involved
in such use, reproduction or distribution. Examples of a Commercial
Purpose include but are not limited to: (a) integrating CYPHON with
other software or hardware for sale as a bundled product; (b) licensing,
distributing or selling CYPHON for a fee; or (c) using CYPHON to provide
a fee-based service or subscription.
1.2. “Compilation” means a work that combines CYPHON or any components
thereof or any Modification or portions thereof with any services,
programs, code or other products not governed by the terms of this
1.3. “Improvements” means a Modification to CYPHON or any components
thereof (or modifications to a Modification) that corrects a bug,
defect, or error in CYPHON without affecting its overall functionality.
1.4. “Modifications”or “Modified” means any alteration, addition to or
deletion from the substance or structure of CYPHON or components thereof
(or to a Modification or Compilation thereof) including, without
limitation: (a) an Improvement; (b) any change to CYPHON or its code or
technology; (c) any derivative of CYPHON or its code or technology; or
(d) any new code or technology that contains any part of CYPHON or its
code or technology.
1.5. “Registered User” means an individual or entity who has registered
with DSS as a user of CYPHON but who has not executed a Subscription
Agreement or is not otherwise required to pay a license fee for such
1.6. “Subscriber” means an individual or entity who has registered with
DSS through a Subscription Agreement as a paid subscriber to the
proprietary features of CYPHON and/or who has otherwise paid the
applicable support and other fees for such use.
2. License Grant
2.1. Use by Subscribers Under This Non-Commercial Use License. As a
Subscriber, subject to the terms and conditions of this Agreement, DSS
grants You a world-wide and non-exclusive license to: (a) download,
install and use the Cyclops components and features of the CYPHON
technology and platform only through that number of computers and
servers that You own or control and for which you have paid the
applicable license fee and reproduce CYPHON as strictly necessary in
exercising Your rights under this Section 2.1; (b) Modify those Cyclops
components of the CYPHON technology that You are provided access to and
use such Modifications consistent with this Agreement; (c) distribute
those Cyclops components of the CYPHON technology and any Modifications
made thereto that are made generally available to other Subscribers and
Registered Users; (d) distribute any Improvement made to the Cyclops
components of the CYPHON technology that are made generally available to
other Subscribers and Registered Users on mailing lists commonly used by
the CYPHON user community as a whole; and (e) make CYPHON and any
Modification or Improvement thereof to which You are provided use rights
available to Your consultants, agents and subcontractors for the limited
purpose of exercising Your rights under this Section 2.1 provided that
such use is in compliance with this Agreement. Unless otherwise
specified with the release information, You may distribute Modifications
or Improvements only after they have been made available to Subscribers
and Registered Users for thirty (30) days and your distribution must in
accordance with Section 2.3.
2.2. Use by Registered Users Under This Non-Commercial Use License. As
a Registered User, subject to the terms and conditions of this
Agreement, DSS grants You a world-wide and non-exclusive license to: (a)
access or download and install and use Cyclops through computers and
servers that You own or control; (b) Modify the Cyclops components of
CYPHON and use those Modifications consistent with this Agreement; (c)
reproduce CYPHON as strictly necessary in exercising Your rights under
this Section 2.2; (d) distribute those Cyclops components of the CYPHON
technology and any Modifications made thereto that are made generally
available to other Registered Users; (e) distribute any Improvement made
to the Cyclops components of the CYCLOPS technology that are made
generally available to other Registered Users on mailing lists commonly
used by the CYPHON user community as a whole and (f) make CYPHON and any
Modification available to Your consultants, agents and subcontractors
for the limited purpose of exercising Your rights under this Section 2.2
provided that such use is in compliance with this Agreement. DSS may
provide You with updates and Modifications and Improvements to CYPHON,
although DSS may elect, in its sole discretion to make these available
to Registered Users only after first making them available to
Subscribers under a Subscription Agreement. Other updates and
enhancements may be made available only to Subscribers. Unless otherwise
specified with the release information, once Modifications or
Improvements are made available to Registered Users for thirty (30)
days, You may then also distribute them in accordance with Section 2.3.
You may not distribute Modifications or Improvements made available to
You for Your personal use until such 30-day period has lapsed.
Notwithstanding the foregoing, under no circumstances may You distribute
the Cyclops components of the CYPHON technology to any third party not
defined in Section 2.2(e) above or otherwise allow such third party to
use such proprietary components.
2.3. Community Enhancements. Modifications and Improvements to the non-
proprietary components of CYPHON, made by Registered Users and shared
with the CYPHON user community generally are not governed by this
Agreement and are separately made available for use under the GNU GPL v.
2.4 License Limitations; Restrictions. You acknowledge and agree that
the CYPHON technology and platform are the property of DSS, contain
valuable assets and proprietary information of DSS, and are provided to
You under the terms and conditions of this Agreement. You agree that You
will NOT at any time do any of the following without DSS’s prior written
consent: (a) use, deploy, modify, license, transfer, display, reproduce,
distribute or disclose the CYPHON technology or platform, including any
components, Modifications or Improvements thereof (even if merged with
other materials as a Compilation) other than as allowed under Section
2.2; (b) use, deploy, modify, license, transfer, display, reproduce,
distribute or disclose the CYPHON technology or platform, including any
components, Modifications or Improvements thereof for a Commercial
Purpose; (c) share any user authentication information and/or password
provided to You by DSS with any third party to allow such party to
access Your account or to otherwise access the CYPHON technology or
platform, including any components, Modifications or Improvements
thereof; (d) except as provided herein, post or make available the
CYPHON technology or platform, including any components, Modifications
or Improvements thereof (in whole or in part) to any individual or
entity who has not agreed to the terms and conditions of this Agreement;
or (e) alter or remove any copyright notice or proprietary legend
contained in or on the CYPHON technology or platform, including any
components, Modifications or Improvements thereof. DSS reserves the
right to limit access to the CYPHON technology and platform, except as
expressly provided for in this Agreement. All rights not granted under
this Agreement are reserved by DSS.
2.5. Support. Technical and other support is provided to Subscribers
under the terms of a Subscriber Agreement with DSS. Registered Users are
not entitled to receive support under this Agreement.
2.6. Other Uses. You must enter into a Subscriber Agreement to receive
the benefits available to Subscribers as described above and if You
desire to use CYPHON for any other purpose, You must enter into a
separate agreement with DSS. Please contact DSS at
www.dunbararmored.com if You would like additional information.
2.7. Reproduction Obligations. If You make any copies of all or any
component of CYPHON, including to any Modifications or Improvements
(solely as and to the extent permitted by this Agreement), You agree
that any and all such copies will contain: (a) a copy of an appropriate
copyright notice and all other applicable proprietary legends; (b) a
disclaimer of any warranty consistent with this Agreement; and (c) the
“The contents of this file are subject to the CYPHON Proprietary Non-
Commercial Registered User Use License Agreement (the "Agreement”). You
may not use this file except in compliance with the Agreement, a copy
of which may be found at https://github.com/dunbarcyber/cyclops/. The
developer of the CYPHON technology and platform is Dunbar Security
The CYPHON technology or platform are distributed under the Agreement on
an “AS IS” basis, WITHOUT WARRANTY OF ANY KIND, either express or
implied. See the Agreement for specific terms.
Copyright (C) 2017 Dunbar Security Solutions, Inc. All Rights Reserved.
Contributor/Change Made By: ________________. [Only apply if changes
If You create a Modification or Improvement, then the use, reproduction
and distribution of such Modification or Improvement shall be governed
by the terms and conditions of this Agreement. You are encouraged to
disclose Your Modifications and Improvements to DSS and the user
community but are not required to do so. If You disclose a
Modification or Improvement to DSS or the user community, You hereby
grant DSS and all other Registered Users and Subscribers of the CYPHON
technology or platform an irrevocable, perpetual, fully paid-up, world-
wide, royalty-free, non-exclusive license to download, install and use
such Modification or Improvement (and the source code thereto). For
each Modification or Improvement You make and distribute, You shall
include a prominent notice stating that You changed the CYPHON
technology and code (or any Modification thereto) and the date of such
4. Distribution Obligations.
The CYPHON technology, including any Modifications and Improvements
thereto may be distributed by You only as permitted under this
Agreement. You must include a copy of this Agreement and the notices
referenced in Section 2.7 with each such distribution. If it is not
possible to include such notices in a particular file due to its
structure, then You must include such notices in a location (such as a
relevant directory, for example, an “Agreement Notices” directory) where
a user would be likely to look for notices. If You create any
Modifications or Improvements, You must add Your name as a contributor
to the notice described in Section 2.7.
5. Subscription and Payment Terms.
If You are a Subscriber, Your subscription terms, including payment
obligations and related payment terms are set forth in Your separate
6. Representations and Warranties.
You represent and warrant that the information that You provide to DSS
as a member of the CYPHON user community and when registering as either
a Registered User or a Subscriber is complete and accurate in all
respects, and You have the right, power and authority to so register.
If You are a Subscriber, You further represent and warrant that the
subscription categories selected (e.g., personal or business use)
accurately reflects Your intended use of CYPHON.
7. Versions of the Agreement.
DSS may publish revised and/or new versions of the Agreement from time
to time. Each version of the Agreement will be distinguished by a
version number; this current Agreement is version 1.0. Once a
Modification or Improvement has been published under a particular
version of the Agreement, You may always use the Modification or
Improvement under the terms of that version of the Agreement in effect
as of the date of distribution. You may also choose to use the
Modification or Improvement under the terms of any subsequent version of
the Agreement. No one other than DSS has the right to modify the terms
of the Agreement.
8. Warranty Disclaimer.
THE CYPHON TECHNOLOGY AND PLATFORM AND ALL MODIFICATIONS AND
IMPROVEMENTS THERETO ARE PROVIDED UNDER THIS AGREEMENT ON AN “AS IS”
BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE CYPHON TECHNOLOGY AND
PLATFORM OR ANY MODIFICATIONS AND IMPROVEMENTS THERETO ARE FREE OF
DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING.
THE ENTIRE RISK AS TO PERFORMANCE OF THE CYPHON TECHNOLOGY AND PLATFORM
OR ANY MODIFICATIONS AND IMPROVEMENTS THERETO IS WITH YOU. SHOULD THE
CYPHON TECHNOLOGY AND PLATFORM OR ANY MODIFICATIONS AND IMPROVEMENTS
THERETO PROVE DEFECTIVE IN ANY RESPECT, YOU (NOT DSS) ASSUME THE COST OF
ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF
WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE
CYPHON TECHNOLOGY AND PLATFORM OR ANY MODIFICATIONS AND IMPROVEMENTS
THERETO IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. A
SUBSCRIPTION AGREEMENT MAY PROVIDE FOR ADDITIONAL WARRANTIES.
9. Liability Limitation.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT
(INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, SHALL DSS BE LIABLE TO
YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS
OR GOODWILL, WORK STOPPAGE, SECURITY BREACHES OR FAILURES, COMPUTER
FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL LIABILITY OF DSS, ITS
AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND
LICENSORS COLLECTIVELY, TO YOU, WHETHER IN TORT (INCLUDING NEGLIGENCE),
CONTRACT OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY YOU FOR THE
VERSION OF THE CYPHON TECHNOLOGY AND PLATFORM OR ANY MODIFICATIONS AND
IMPROVEMENTS THERETO THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF
LIABILITY SHALL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION
MAY NOT APPLY.
10. Term; Termination.
As a Registered User, this Agreement will remain in effect for as long
as You use CYPHON in accordance with this Agreement, subject to the
termination provisions below. If You are a Subscriber, Your use of
CYPHON under the Subscription Agreement shall be for the term stated in
Your Subscriber Agreement, subject to the provisions of this Agreement
and those of the Subscription Agreement. Notwithstanding any provision
contained in any Subscriber Agreement or any other document to the
contrary, this Agreement and the rights granted hereunder will terminate
automatically if You breach any term herein and You fail to cure such
breach within thirty (30) days of becoming aware of the breach.
Additionally, DSS may terminate this Agreement for convenience at any
time by providing You thirty (30) days’ notice. If You are a Subscriber
and DSS terminates this Agreement for convenience, then You may be
entitled to refunds in accordance with the provisions of the Subscriber
Agreement. Upon any termination or expiration of this Agreement, You
must cease use of the CYPHON technology and platform, including of any
Modifications or Improvements thereof provided through this Agreement
and, if applicable destroy all copies of CYPHON (including all
Modifications and Improvements thereof). Provisions of this Agreement
which, by their nature, must remain in effect beyond the termination or
expiration of this Agreement shall survive.
This Agreement represents the complete agreement concerning the subject
matter hereof. If it is impossible for You to comply with any of the
terms of this Agreement due to statute, judicial order or regulation
then You must comply with all other terms of this Agreement to the
maximum extent possible. If any provision of this Agreement is held to
be unenforceable, such provision shall be reformed only to the extent
necessary to make it enforceable. This Agreement shall be governed by
the laws of the State of Maryland, excluding its conflict-of-law
provisions. Any litigation relating to this Agreement shall be subject
to the jurisdiction of the state and federal courts serving Maryland,
with the losing party responsible for costs, including without
limitation, court costs and reasonable attorneys’ fees and expenses,
provided that DSS may seek injunctive or other equitable relief in any
court of competent jurisdiction. You hereby submit to jurisdiction and
venue in such courts. You and DSS hereby expressly waive all right to a
jury trial in connection with disputes brought under this Agreement. The
application of the United Nations Convention on Contracts for the
International Sale of Goods is expressly excluded. Any law or regulation
which provides that the language of a contract shall be construed
against the drafter shall not apply to this Agreement. The CYPHON
technology and platform are subject to export controls under the laws of
the United States and other countries. You shall comply with all such
laws governing export, re-export, transfer and use of the CYPHON
technology or platform. You agree not to use or transfer the CYPHON
technology or platform for any use relating to the operation of nuclear
facilities, chemical or biological weapons or missile technology, unless
authorized by the U.S. Government by regulation or specific written
license. Headings and section references are used for reference only
and shall not be used define, limit or describe such section.