License Agreement
This Software License Agreement (the "Agreement") is entered into by and between REDAMP SECURITY s.r.o. (Redamp.io), with its registered office at Palackého třída 879/84, 612 00 Brno, CZ, Company ID: 29304211 ("Provider"), and the entity or individual accepting this Agreement ("Licensee").
This Agreement forms an integral part of, and is incorporated by reference into, the Terms of Service, Privacy Policy, and, where applicable, the Partner Agreement governing the use of the Provider’s platform and related services (collectively, the "Platform").
In the event of any conflict or inconsistency between the contractual documents, the following order of precedence shall apply:
- (i) Partner Agreement,
- (ii) Distribution Agreement (if applicable),
- (iii) License Agreement,
- (iv) Terms of Service,
- (v) Support Terms, and
- (vi) Privacy Policy.
1. Definitions
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Terms of Service.
1.1 "Software" means the Provider’s proprietary cloud-based software, APIs, dashboards, documentation, and related components made available through the Platform.
1.2 "Customer Data" means any data, content, or information relating to an identified or identifiable customer that is uploaded, processed, or otherwise made available through the Platform.
1.3 "Partner" means a third party authorized under a Partner Agreement to resell, implement, or manage the Platform for or on behalf of a Customer.
1.4 "Authorized Users" means the Licensee’s employees or contractors who are permitted to access and use the Software under this Agreement.
2. Grant of License
2.1 License Grant. Subject to compliance with this Agreement, the Terms of Service, and all applicable laws, the Provider grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for the Licensee’s internal business purposes during the applicable subscription term.
2.2 Deployment Model. The Software is provided exclusively as a software-as-a-service (SaaS) solution. No ownership rights or copies of the Software are transferred to the Licensee.
2.3 Partner-Facilitated Access. Where access to the Software is provisioned by a Partner:
(a) the Partner acts solely as an intermediary;
(b) Partner access to Customer Data is conditional upon explicit Customer authorization; and
(c) absence or withdrawal of such authorization shall result in Partner access being restricted or disabled without affecting the validity of the Licensee’s own license.
3. License Restrictions
The Licensee shall not, and shall not permit any third party to:
(a) copy, modify, adapt, translate, or create derivative works of the Software;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except to the extent expressly permitted by mandatory law;
(c) resell, sublicense, lease, distribute, or otherwise make the Software available to any third party other than Authorized Users;
(d) use the Software in violation of applicable law, including data protection and privacy laws; or
(e) circumvent or interfere with security-related features or access controls.
4. Customer Data and Data Protection
4.1 Data Roles. The Licensee (or Customer, as applicable) acts as the data controller, and the Provider acts as the data processor with respect to Customer Data, as further described in the Privacy Policy and any applicable data processing agreement.
4.2 Partner Obligations. Where a Partner processes Customer Data:
(a) the Partner is responsible for obtaining all necessary consents, permissions, or other lawful bases prior to onboarding the Customer;
(b) the Partner must accurately reflect the Customer’s authorization status within the Platform; and
(c) the Provider may rely on the Partner’s contractual representations regarding such authorization.
The Provider is entitled to rely exclusively on the Partner’s contractual representations regarding Customer authorization and shall have no obligation to independently verify such authorization.
4.3 Conditional Access. Partner access to Customer Data is not automatic and is strictly conditional on Customer authorization as recorded in the Platform. The Customer may review and modify such authorization at any time.
5. Intellectual Property Rights
5.1 Provider Rights. The Software and all related intellectual property rights are and shall remain the exclusive property of the Provider and its licensors.
5.2 Feedback. Any feedback, suggestions, or improvements provided by the Licensee may be used by the Provider without restriction or obligation.
6. Fees and Subscription Term
6.1 Fees. Use of the Software is subject to the applicable subscription fees as set forth in the Terms of Service or a separate order form.
6.2 Term. This Agreement remains in effect for the duration of the Licensee’s active subscription, unless terminated earlier in accordance with the Terms of Service.
7. Termination
7.1 Termination for Cause. The Provider may suspend or terminate this Agreement and the associated license immediately in the event of a material breach.
7.2 Effect of Termination. Upon termination, all rights granted under this Agreement shall immediately cease, and the Licensee shall discontinue all use of the Software.
8. Disclaimers
The Software is provided "as is" and "as available" to the maximum extent permitted by law. The Provider disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
9. Limitation of Liability
To the maximum extent permitted by applicable law, the Provider’s aggregate liability arising out of or in connection with this Agreement shall be limited as set forth in the Terms of Service.
10. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws specified in the Terms of Service, without regard to conflict-of-law principles.
11. Miscellaneous
11.1 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, and any applicable Partner Agreement, constitutes the entire agreement regarding the license to the Software.
11.2 Amendments. Amendments shall be made in accordance with the Terms of Service.
11.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
By accessing or using the Software, the Licensee acknowledges that it has read, understood, and agreed to be bound by this Agreement.