All C-HAC solutions are the proprietary property of AATD-CS (or their licensors) and is protected by United States and applicable international laws, treaties, and conventions regarding intellectual property and proprietary rights including trade secrets. Licensee agrees to use reasonable means to protect C-HAC Solution software from unauthorized use, reproduction, distribution, or publication. AATD-CS (or their licensors) retain any and all rights, title and interest in and to the C-HAC Solution, including in all copies, improvements, enhancements, modifications, updates, new releases and derivative works of same. Your rights to use the C-HAC Solution software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by AATD-CS (and/or its licensors).

"Intellectual Property Rights" means all patent rights, copyrights, trade secret rights, trademark rights, applications, registrations, renewals, derivatives, and other intellectual property or proprietary rights recognized by applicable laws, treaties, and conventions. In providing the Service, we utilize C-HAC Materials which include, processes, methodologies, data, logos, names, marks, documentation, templates (including, any assessment templates), policies (including any information security policies), potential assessment implementation and action information, reports, and other tangible or intangible material or information owned or developed by us, and all Intellectual Property Rights thereto. Except for the licenses expressly granted below, all rights, title and interest in and to C-HAC Materials and all Intellectual Property Rights thereto are owned by AATD-CS. All rights not granted herein to our materials are hereby expressly reserved by us.

Subject to Licensee’s compliance with the terms and conditions of this License Agreement, AATD-CS grants to Licensee the limited, revocable, non-exclusive, non-transferable, license to use the C-HAC Solution software solely in support of Licensee’s internal business operations by one individual or person during the Term. Subject to Licensee’s compliance with the terms and conditions of this License Agreement, AATD-CS further grants to you a limited, perpetual, revocable, non-exclusive, non-transferable right to access and internally distribute any C-HAC Materials contained within the Solution solely for your own internal business purposes. You will not publish or distribute any C-HAC Materials to any third parties; provided that, you may share and disclose C-HAC Materials with your business partners subject to a non-disclosure agreement or confidentiality restrictions, except to the extent that such business partners are AATD-CS competitors.

The term of the C-HAC Solution software license granted under this License Agreement shall be on a subscription or term-based license for one year from the date of purchase. Your rights to use such Licensed Software shall end on the applicable end date after one year from the date of purchase and You shall cease use of the Licensed Software as of such applicable end date.

Licensee shall not:

Either party may terminate this Agreement or any license for a material breach that is not cured within thirty (30) days of written notice to the breaching party, except that termination is immediate for a material breach that is impossible to cure. Upon termination of the Agreement, all licenses granted hereunder terminate as well. Upon termination of a license or the Agreement, the Licensee will (i) stop accessing and using affected C-HAC Solution software; and (ii) uninstall, remove, and destroy all copies of affected C-HAC Solution software in the possession or control of Licensee, including any modified or merged portions thereof, in any form, and execute and deliver evidence of such actions to AATD-CS.

The Services offered may be unavailable from time to time, may be offered for a limited time, or may vary depending on Your Subscription or device. Any of the foregoing changes lie within the sole discretion of AATD-CS.

We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and AATD-CS is not and will not be liable for any disruption or loss You may suffer as a result of any outage or unavailability of the Services.

AATD-CS, AND OUR LICENSORS, AFFILIATES, RESELLERS, DISTRIBUTORS, SUPPIERS, AGENTS AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. AATD-CS DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER THE LAW, AATD-CS EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND WORKMANLIKE EFFORT. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. AATD-CS DOES NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR, NOR DOES AATD-CS GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, WITH THE EXCEPTION OF A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS END USER LICENSE AGREEMENT, IN NO EVENT WILL AATD-CS OR THEIR LICENSORS, AFFILIATES, RESELLERS, DISTRIBUTORS, SUPPIERS, AGENTS OR VENDORS BE LIABLE TO YOU FOR (i) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (ii) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES WHETHER ARISING DIRECTLY OR INDIRECTLY OUT OF THIS LICENSE AGREEMENT, EVEN IF AATD-CS OR THEIR LICENSORS, RESELLERS, SUPPLIERS OR AGENTS HAS BEEN ADVISED SUCH DAMAGES MIGHT OCCUR FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATION, OR OTHERWISE IN NO CASE SHALL AATD-CS LIABILITY EXCEED THE FEES YOU PAID FOR THE LICENSED SOFTWARE IN THE IMMEDIATELY PRECEDING 12 MONTHS THAT GIVES RISE TO THE CAUSE OF ACTION. THE FOREGOING WARRANTIES, LIMITATIONS, AND EXCLUSIONS MAY NOT BE VALID IN SOME JURISDICTIONS AND APPLY ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED. AATD-CS WILL NOT SEEK TO LIMIT LICENSEE'S WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW.

If You have any basis for recovering damages (including breach of this Agreement), You agree that Your exclusive remedy is to recover, from AATD-CS or any licensors, affiliates, resellers, distributors, agents, vendors or third-party apps and services providers, direct damages up to an amount equal to Your Services fee for the month during which the loss or breach occurred (or up to $10.00 if the Services are free). These limitations and exclusions apply even if this remedy does not fully compensate You for any losses or fails of its essential purpose or if AATD-CS knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these Terms, the Services, or the software related to the Services.

Licensee specifically acknowledges the following with relation to the use of the GUICE2 Cyber Data Landscape:

We will maintain data that you upload or enter relating to your use of the Service. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Service. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Each Party (“Indemnifying Party” or “Indemnitor”) shall indemnify, defend and hold the other Party (“Indemnified Party” or “Indemnitee”) its officers, directors, employees, consultants, agents, affiliates, successors, permitted assigns and customers harmless from and against any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claims, causes of action, lawsuits or other proceedings (individually or collectively, “Claims”), regardless of legal theory, to the extent such Claims arise from Indemnifying Party’s (or any of Indemnifying Party’s subcontractors, suppliers, employees, agents or representatives): (i) intentional misconduct, negligence, or fraud; (ii) breach of any representation, warranty or covenant made herein; (iii) breach of the confidentiality or disclosure provisions herein; (iv) infringement of any patent, trademark, copyright, trade secret, or any other intellectual property right; or (v) violation of applicable law or regulation. Notwithstanding the foregoing, Indemnifying Party’s obligations under this Article shall not apply to the extent that a claim is finally determined by a court of competent jurisdiction to be arising from Indemnified Party’s negligence, willful misconduct, or violation of applicable law or regulation.

Upon written request by Indemnitee, the Indemnitor shall defend Indemnitee (if requested by Indemnitee in the name of Indemnitee) against any third-party claims, which if proven would result in an indemnification obligation under this clause. Upon acceptance of this indemnity obligation, Indemnitor may choose the attorneys and other professionals reasonably approved, in writing, by Indemnitee. Such approval shall not be unreasonably withheld. If Indemnitee retains counsel to monitor or assist with a case, such counsel will be at the sole expense of Indemnitee. If Indemnitor fails to provide such counsel, Indemnitee may elect to engage its own attorneys and other professionals, at Indemnitor’s expense, to defend or to assist in the defense of the claim. In all events, case strategy will be determined by Indemnitee if Indemnitee so elects and no proceeding will be settled without Indemnitee’s prior approval, which will not be unreasonably withheld.

Indemnitee shall promptly notify Indemnitor of any claim that is covered by this indemnification provision and shall authorize representatives of Indemnitor to settle or defend any such claim or suit and to take charge of any litigation in connection therewith.

Licensor will indemnify and defend Licensee against any third-party claim that Licensor product infringes on another person’s or company’s patent, copyright, trade secret or other intellectual property rights enforceable in the United States. Licensor shall have no obligation under this Section for any claim resulting or arising from Licensee’s modification of a Licensor product, or from any combination, operation, or use of such product with third-party products. Licensor’s duty to indemnify under this Section is contingent upon Licensor receiving prompt notice of a claim and Licensor’s right to solely control resolution of a claim. The Licensee shall give all reasonable assistance requested by Licensor (at Licensor’s expense) in relation to any claim. Except for Licensor’s duty to defend, Licensee’s sole remedy for an indemnified claim under this IP Indemnity provision is as follows: Licensor will, at its expense and in its discretion either (a) resolve the claim in a way that permits Licensee’s continued ownership and use of the affected Licensor product, (b) provide a comparable, non-infringing replacement at no cost to Licensee, or (c) accept return of such product freight collect and provide a reasonable depreciated refund. This IP Indemnity provision is the exclusive statement of Licensor’s liability for indemnifying Licensee and nothing in this Agreement or elsewhere will obligate Licensor to provide any greater indemnity to Licensee.

We can be contacted in writing at the following address: