# END USER LICENSE AGREEMENT (EULA)
**VaultGuard Apps**
Last updated: [DATE]
This End User License Agreement (the "**Agreement**") is a binding legal contract between you (the "**Licensee**" or "**you**") and **Information Security Kentucky, LLC**, a Kentucky limited liability company ("**Licensor**," "**we**," "**us**," or "**our**"), governing your installation and use of any VaultGuard application made available by Licensor.
This Agreement applies to the entire VaultGuard family of applications, including without limitation **VaultGuard Backup** and any other VaultGuard-branded software applications now or hereafter offered by Licensor (each, a "**VaultGuard App**" and collectively, the "**Software**"), together with all updates, documentation, and related materials.
By installing, copying, activating, or otherwise using any VaultGuard App, you agree to be bound by this Agreement. If you do not agree, do not install or use the Software.
If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.
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## 1. License grant
Subject to your compliance with this Agreement and your payment of all applicable subscription fees, Licensor grants you a **limited, non-exclusive, non-transferable, non-sublicensable, revocable license** to install and use the Software:
(a) on the number of computers ("**Licensed Devices**") authorized by your active subscription plan for the specific VaultGuard App you have purchased;
(b) solely for your personal use or your organization's internal business operations; and
(c) only during the period for which your subscription is paid and in good standing (the "**Subscription Term**").
Each VaultGuard App is licensed separately. Subscribing to one VaultGuard App does not grant rights to any other VaultGuard App. This is a license, not a sale. All rights not expressly granted in this Agreement are reserved by Licensor.
## 2. Restrictions
You will not, and will not permit anyone else to:
(a) copy, modify, adapt, translate, or create derivative works of the Software;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of the Software, except to the extent that applicable law expressly permits such activity notwithstanding this restriction;
(c) sell, resell, rent, lease, lend, sublicense, distribute, or otherwise transfer the Software or your license to any third party;
(d) remove, alter, or obscure any copyright, trademark, or other proprietary notices in or on the Software;
(e) circumvent, disable, or otherwise interfere with any license-validation, authentication, security, or digital-rights-management features of the Software;
(f) use the Software to provide cybersecurity, backup, or related services to third parties as part of a managed-service offering, without a separate written agreement with Licensor authorizing such use;
(g) use the Software in violation of any applicable law or regulation, or to back up, monitor, or otherwise process data you do not have the lawful right to handle;
(h) use the Software in connection with any application where failure of the Software could result in death, serious bodily injury, or environmental harm.
## 3. License keys, activation, and license server
The Software requires activation against an online license server using a license key issued to you upon subscription. By activating the Software, you authorize the Software to transmit, on a periodic basis, your license key and a hardware fingerprint (derived from non-personal hardware identifiers) to Licensor's license validation infrastructure for the sole purpose of confirming the validity of your subscription.
If the Software cannot reach the license server, it will continue to operate for a limited grace period (the "**Grace Period**") after which it will require successful re-validation to continue full functionality. The current Grace Period is **seven (7) days**. Licensor may adjust the Grace Period from time to time and will publish the current value on the VaultGuard pages of the Information Security Kentucky website.
You are responsible for safeguarding your license key. You will not disclose your license key to any third party other than personnel of your organization who require it to operate the Software within the scope of your subscription.
## 4. Trial license
Licensor may offer a trial license permitting evaluation of one or more VaultGuard Apps for a limited period (the "**Trial Period**"). During the Trial Period, this Agreement applies in full, except that no subscription fees are owed. At the end of the Trial Period, the Software will require activation under a paid subscription to continue functioning. Licensor makes no representation that the Software will be made available on the same terms after the Trial Period.
## 5. Updates
Licensor may, but is not obligated to, provide updates, patches, bug fixes, or new versions of the Software ("**Updates**") during your Subscription Term. Updates are part of the Software and are governed by this Agreement unless accompanied by a separate license. Licensor may require Updates to be installed for the Software to continue functioning correctly, and may discontinue support for older versions.
## 6. Ownership
The Software is licensed, not sold. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not transfer to you any ownership of the Software, and no rights are granted to you other than those expressly stated.
You retain all right, title, and interest in and to your data, including the contents of any backups created using the Software. Licensor does not access, copy, or process the contents of your backups in connection with the operation of the Software, except as expressly described in the Privacy Policy.
## 7. Disclaimer of warranties
THE SOFTWARE IS PROVIDED "**AS IS**" AND "**AS AVAILABLE**" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, LICENSOR DOES NOT WARRANT THAT:
(a) THE SOFTWARE WILL MEET YOUR REQUIREMENTS;
(b) THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION OR ERROR;
(c) BACKUPS, SCANS, MONITORING, OR OTHER OUTPUTS OF THE SOFTWARE WILL ALWAYS BE COMPLETE, CURRENT, USABLE, OR ACCURATE; OR
(d) DATA WILL NOT BE LOST, CORRUPTED, OR DESTROYED.
**No cybersecurity software can guarantee against data loss or against all possible threats.** Hardware failures, media defects, malware, ransomware, user error, software defects, environmental events, novel attack techniques, and many other circumstances can cause loss of data or security incidents even when security software is functioning as intended. **You are solely responsible for testing your backups, maintaining redundant copies of important data, and verifying that backups can be successfully restored.** Licensor strongly recommends following the 3-2-1 backup rule (three copies, two media types, one off-site) and performing regular test restores.
## 8. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW:
(a) LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, COST OF SUBSTITUTE SOFTWARE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WILL NOT EXCEED THE GREATER OF (i) THE AMOUNT YOU PAID TO LICENSOR FOR THE APPLICABLE VAULTGUARD APP IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS ($100).
(c) THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
## 9. Indemnification
You will defend, indemnify, and hold harmless Licensor and its members, officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) your use of the Software in violation of this Agreement;
(b) your violation of any law or third-party right; or
(c) any data you back up, store, or process using the Software, including any claim that such data infringes intellectual property rights or violates privacy rights.
## 10. Termination
This Agreement is effective until terminated. It will terminate automatically if:
(a) your subscription expires or is cancelled;
(b) you breach any term of this Agreement; or
(c) Licensor discontinues the Software (with reasonable advance notice).
Upon termination, you must cease all use of the Software and uninstall it from all Licensed Devices. The following sections survive termination: 2 (Restrictions), 6 (Ownership), 7 (Disclaimer), 8 (Limitation of Liability), 9 (Indemnification), 10 (Termination), 11 (Governing Law), and 12 (General).
Termination does not entitle you to a refund except as provided in the Terms of Service.
## 11. Governing law and dispute resolution
This Agreement is governed by the laws of the **Commonwealth of Kentucky**, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in **Hardin County, Kentucky**, and you consent to the personal jurisdiction of those courts.
## 12. General
**Entire agreement.** This Agreement, together with the Terms of Service and Privacy Policy, is the entire agreement between you and Licensor regarding the Software and supersedes any prior agreements.
**Severability.** If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full effect.
**No waiver.** Licensor's failure to enforce any provision is not a waiver of its right to do so later.
**Assignment.** You may not assign this Agreement. Licensor may assign this Agreement at any time without notice.
**Modifications.** Licensor may modify this Agreement by posting an updated version on the VaultGuard pages of the Information Security Kentucky website. Continued use of the Software after the effective date of changes constitutes acceptance.
**Notices.** Notices to Licensor must be sent to: Information Security Kentucky, LLC, 1100 Innovation Way Apt 3, Radcliff, KY 40160, with a copy to **customerservice@informationsecuritykentucky.com**.
**Contact.** Questions about this Agreement: **customerservice@informationsecuritykentucky.com** · (270) 250-3457