LICENSE

TECHNICAL TOOL LICENSE AGREEMENT
This Technical Tool License Agreement (the “Agreement”) is by and between Digital Shadows Limited (“Digital Shadows”) and the licensee (the “Licensee”).
By using this software, Licensee agrees to be bound by all the terms and conditions in this Agreement.
SCOPE OF AGREEMENT
Digital Shadows develops, markets and licenses certain software pursuant to a software as a service methodology (the “Services”).  Digital Shadows has developed and licenses the Orca OSINT tool (the “Technical Tool”).
LICENSE OF TECHNICAL TOOL
Digital Shadows hereby grants to Licensee at no charge the non-exclusive and non-transferable right to use the Technical Tool for non-commercial use. All right, title to and interest (including all intellectual property rights) in the Technical Tool and copies thereof remains exclusively with Digital Shadows. 
RESTRICTIONS ON USE
Licensee shall not, and shall not permit any third party, to, (i) sell, resell, lease, time share or transfer the Technical Tool for the benefit of any third party; (ii) use the Technical Tool to transmit or process any personal information; (iii) knowingly or negligently send, store, publish or transmit through the Technical Tool any viruses, trojan horses or other routines intended to intercept any data or personal information of another party; (iv) remove or alter any copyright, trademark or other notices included in the Technical Tool; (v) use the Technical Tool except as expressly permitted in this Agreement; (vi) use the Technical Tool to conduct, publish or disclose any competitive benchmarking tests or analysis; (vii) use the Technical Tool to disparage, malign or impugn any third party; (viii) interfere with or disrupt the integrity, security or performance of the Technical Tool; (ix) attempt to gain unauthorized access to the Technical Tool or related systems or networks; (x)use the Technical Tool for any illegal or nefarious purposes; or (xi) attempt to reverse engineer or decompile the Technical Tool..
PROPRIETARY RIGHTS
Licensee does not acquire any right, title or interest in or to the Technical Tool or Digital Shadows confidential information.  Digital Shadows does not grant any right or interest in the Technical Tool or in any of the patents, copyrights, trademarks, or trade secrets owned, used or claimed now or in the future by Digital Shadows.  All applicable rights to the Technical Tool and/or such patents, copyrights, trademarks, and trade secrets are and shall remain the exclusive property of Digital Shadows. Digital Shadows shall have the sole and exclusive right to license the Technical Tool to its customers, resellers, distributors or other third parties at its sole option.  Digital Shadows, in the performance of its obligations hereunder, may use its confidential information, including but not limited to its software programs, methodologies and/or processes. Digital Shadows shall retain all right, title to and interest in its software programs, methodologies and/or processes.
DISCLAIMERS
THE TECHNICAL TOOL IS PROVIDED “AS IS”. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DIGITAL SHADOWS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, SATISFACTORY QUALITY AND NONINFRINGEMENT.  DIGITAL SHADOWS DOES NOT WARRANT (I) THAT THE TECHNICAL TOOL IS ERROR FREE; (II) THAT LICENSEE WILL BE ABLE TO ACCESS THE TECHNICAL TOOL WITHOUT INTERRUPTIONS; OR (III) THAT THE TECHNICAL TOOL IS NOT SUSCEPTIBLE TO INTRUSION OR COMPUTER VIRUS INFECTION.
LIMITATION OF LIABILITY
IN NO EVENT WILL DIGITAL SHADOWS OR ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS OR CONTRACTORS BE LIABLE TO LICENSEE UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS OR DATA OR OTHER ECONOMIC LOSS) ARISING FROM ANY CAUSE OF ACTION OR LEGAL THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR ANY OTHER ECONOMIC LOSSES, EVEN IF LICENSEE HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM LIABILITY OF DIGITAL SHADOWS UNDER THIS AGREEMENT, TAKEN AS A WHOLE, FOR ANY AND ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO CLAIMS FOR INDEMNIFICATION, BREACH OF WARRANTY, BREACH OF CONTRACT, TORT, STRICT LIABILITY, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WILL IN NO CIRCUMSTANCE EXCEED FIVE HUNDRED (£500) POUNDS.
TERMINATION
Termination. Either party may terminate this Agreement immediately, with or without cause, and with or without written notice.
Effect of Termination. Upon termination of this Agreement, all Technical Tool licenses will terminate immediately.
Any expiration or termination of this Agreement shall not modify or alter any right or obligation of a party hereto which arose prior to such expiration or termination.
GENERAL
Governing Law and Venue. This Agreement shall be governed by and construed under the laws of England and Wales, excluding any conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. The applicable courts located in England and Wales shall have exclusive jurisdiction to adjudicate any dispute relating to this Agreement, and each party irrevocably consents to the exclusive jurisdiction of such courts.
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Licensee shall not have the right to assign or otherwise transfer its rights or delegate its duties under this Agreement without the express written consent of Digital Shadows. Digital Shadows, at its sole option and without the consent of Licensee, may assign this Agreement in the event of a merger, consolidation or the sale of all or substantially all of Digital Shadows’ assets or stock.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior and contemporaneous agreements, oral or written, with respect to the subject matter.
If you have further questions about the licensing terms, please direct any enquiries to legal@digitalshadows.com.