List of active policies
| Name | Type | User consent |
|---|---|---|
| Terms and Conditions | Site policy | Authenticated users |
Summary
The following terms and conditions apply to all orders and content on this site.
Full policy
CONFIDENTIALITY
1.1 Confidential Information. “Confidential Information” means any information which is disclosed by a party (the “Discloser”) in connection with the Order Form above and the terms and conditions herein (“Agreement”), directly or indirectly, in writing, orally or by drawings or inspection of equipment or software, to the other party (the “Recipient”) or any of its employees or agents and that is designated or marked as "confidential" or "proprietary" at the time ofdisclosure or that, based on the circumstances surrounding the disclosure, the Recipient knows or reasonably should know is considered confidential. The restrictions on disclosure set forth in this Section shall not apply to Confidential Information which: (a) becomes publicly known without breach of this Agreement; or (b) the Recipient can show by written records was rightfully in its possession prior to the disclosure by the Discloser or becomes rightfully known to the Recipient without confidential or proprietary restriction from a source other than the Discloser; (c) is approved for disclosure without the restriction in a written document which is signed by a duly authorized officer of the Discloser, or (d) is independently developed by the Recipient prior to the date of Customer’s signature without reference to the Discloser’s Confidential Information.
1.2 Obligations. Recipient may use the Discloser’s Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement. Recipient agrees to take the same care with the Discloser’s Confidential Information as it does with its own information of a similar nature, but in no event with less than a reasonable degree of care. Recipient shall limit access to the Confidential Information to those persons having a need to know such information in order to exercise Recipient’s rights and obligations under this Agreement. Recipient may disclose Confidential Information: (a) insofar as disclosure is reasonably necessary to carry out and effectuate the terms of this Agreement; (b) insofar as the Recipient is required by law or legal proceedings to disclose such information provided that the Recipient provides the Discloser with prompt written notice of such requirement to enable the Discloser to seek a protective order; (c) insofar as disclosure is necessary to be made to the Recipient’s independent accountants for tax or audit purposes; and (d) insofar as the parties may mutually agree in writing upon language to be contained in one or more press releases. In addition, neither party will disclose to any third party the terms of this Agreement without the prior written consent of the other party.
RIGHTS TO WORK PRODUCT.
2.1 Work Product. As used in this Agreement, “Work Product” means all materials, including without limitation, specifications, reports, designs, plans, documentation, templates, code and other information resulting from the services performed by Forescout under this Agreement. The Work Product is provided to Customer in a non-transferable, non-exclusive, world-wide and royalty free license to use the Work Product for Customer’s internal business purposes upon payment in full of all fees and related expenses due Forescout under this Agreement.
2.2 Customer Material. Customer shall retain all rights, title and interest in any and all Customer products, data, plans, specifications, reports, designs, documentation and other information (collectively “Customer Materials”), or any derivatives thereof, used or in any manner disclosed by Customer prior to its receipt of services under this Agreement. Except as explicitly set forth herein, no rights, title and interest in any Customer Materials are transferred to Forescout.
2.3 Forescout Material. Forescout shall retain all rights, title and interest in any and all Forescout products including, without limitation, third-party products, plans, specifications, reports, designs, templates, code, technological “know how”, documentation and other information (collectively “Forescout Materials”), and any derivatives thereof, used or in any manner employed or obtained by Forescout in the provision of services under this Agreement and any applicable SOW. No ownership in the Forescout Materials is conveyed to Customer under this Agreement. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that Customer has any right to obtain source code for the Forescout Materials. Customer agrees not to reverse engineer any software included in the Work Product. Work Product may be used solely to meet Customer’s own internal data processing requirements.
2.4 License of Forescout Materials. To the extent Work Product provided under herein includes Forescout Materials, Forescout grants Customer a non-transferable, non-exclusive, world-wide and royalty free license to use the Forescout Materials, as incorporated in the Work Product and only as required to use the Work Product.
2.5 Forescout Proprietary Products. Forescout’s proprietary products are offered for license under a separate end user license agreement and are not subject to the terms of this Agreement; accordingly, Customer receives no license, interest or rights in such proprietary products hereunder. In the event the Work Product is a modification to or derivative of such proprietary products, Customer’s use of the Work Product is also subject to any use restrictions contained in the end user license agreement applicable to the Forescout product.
WARRANTIES.
3.1. Forescout Warranties. Forescout represents and warrants that the services provided herein shall be provided in a professional and workmanlike manner. In the event of a breach of this warranty, Forescout shall re-perform the applicable services within a reasonable time provided that Customer notifies Forescout in writing within thirty (30) days following the date of completion of the services. The foregoing shall be Customer’s sole and exclusive remedy, and Forescout’s sole and exclusive obligation, for a breach of the warranty set forth in this Section 3.1.
3.2 Customer Warranties. Customer represents and warrants that Customer undergoing certification under this Agreement meets any and all applicable training prerequisites prior to participating in training course offered by Forescout. Customer acknowledges and agrees that it Customer is responsible for determining any such necessary credentials.
3.3 Disclaimer.EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 3.1, THERE ARE NO WARRANTIES WITH RESPECT TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.
4. INDEMNIFICATION.Forescout shall defend any action brought against Customer by any third party claimant which claims that the services provided herein, or portion thereof, infringes any existing United States copyright or trade secret; provided that Customer notifies Forescout promptly in writing of the claim and grants Forescout sole control of the defense and of all negotiations for settlement or compromise thereof. Customer will indemnify and hold harmless Forescout from and against any and all third party claims, suits, actions, demands and proceedings against Forescout and all losses, costs and liabilities related thereto arising out of or related to (i) an allegation that any item, material and other deliverable delivered by Customer under this Agreement infringes any intellectual property rights or publicity rights of a third party or (ii) any negligence by Customer or any other act or omission of Customer, including without limitation any breach of this Agreement by Customer.
5. TERM & TERMINATION. This Agreement shall commence on the Effective Date and shall continue in full force and effect thereafter unless and until terminated in accordance with the provisions of this Agreement or until completion of the services provided for herein. Either party may terminate this Agreement for the other party's material breach that is not cured within thirty (30) days of the date of notice of the breach. In the event of any termination of this Agreement, Customer agrees to pay Forescout, within fifteen (15) days from date of termination, for all services performed, whether invoiced or work in process, up to the effective date of termination. Sections 1, 2, 4, 5, 6, and 7 shall survive termination or expiration of this Agreement for any reason.
6. LIMITATION OF LIABILITY
6.1 FORESCOUT WILL NOT ASSUME ANY LIABILITY, NOR WILL CUSTOMER IMPUTE SUCH TO FORESCOUT, FOR ANY ACTS OR OMISSIONS RESULTING FROM CUSTOMER’S MISUSE, ABUSE, OR ANY OTHER INTERPRETATION OF THE SERVICES PROVIDED HEREIN.
6.2 NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (ii) IN NO EVENT SHALL FORESCOUT’S LIABILITY FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AMOUNTS PAID TO FORESCOUT BY CUSTOMER UNDER THIS AGREEMENT GIVING RISE TO SUCH CAUSE OF ACTION. THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
7. GENERAL. Neither party shall be liable for delay in performance hereunder due to causes beyond its control, including but not limited to acts of God, fires, strikes, acts of war, or intervention by governmental authority. Either party may assign this Agreement in its entirety to (i) any entity under the common control with that party; or (ii) any successor in interest to such party by way of merger or consolidation located in the United States; or (iii) a purchaser of all or substantially all of the assets of such party, provided that the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement. Forescout may subcontract the services, provided that Forescout remains responsible for performance of all terms and conditions of this Agreement. Forescout is acting in performance of this Agreement as an independent contractor. Any notices or communication under this Agreement shall be in writing and shall be hand delivered or sent by registered mail return receipt requested at the address set forth above, or such other address as either party may in the future specify to the other party. This Agreement will be governed by the laws of the State of California in the United States of America. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the courts in Santa Clara County, California. The parties agree that this Agreement is written and construed in the English language. A failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of any right hereunder. This Agreement sets forth the entire understanding of the parties as to the subject matter therein and may not be modified except in a writing executed by both parties. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same Agreement.