ARSENAL RECON END USER LICENSE AGREEMENT

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. BY INSTALLING AND/OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Arsenal Consulting, Inc. d/b/a Arsenal Recon (“Arsenal”) is willing to license the enclosed software (the “Software”) to You as the individual, the Company, or the Legal Entity that will be utilizing the Software (“You” or “Your”) only on the condition that You accept all of the terms of this End User License Agreement (“End User License Agreement” or “License Agreement”). This is a legal and enforceable contract between You and Arsenal. By opening this package, breaking the seal, selecting the “I accept the terms in the License Agreement” checkbox or otherwise indicating Your assent electronically, or loading the software, You agree to the terms and conditions of this License Agreement. If You do not agree to these terms and conditions, click the “Cancel” button or otherwise indicate Your refusal, make no further use of the Software, and contact Your vendor or Arsenal for information on how to obtain a refund of the money You paid for the Software (less shipping, handling, and any applicable taxes except in certain states and countries where shipping, handling and taxes are refundable) at any time during the sixty (60) day period following the date of purchase.

Each copy of the Software is individually licensed for use on a single workstation and may be installed on only one workstation at a time. If you have purchased a software-protection dongle, the Software may be installed on as many workstations as You desire as long as it is only used on the workstation that the dongle is currently plugged into.

Copyright & Proprietary Information. The Software (including any accompanying features and services) and documentation (including any product packaging) (the “Documentation”), that accompanies this License Agreement is the property of Arsenal and is protected by copyright law. Your purchase or trial use of the disks or files containing the Software transfers no title to the Software itself. Instead, any use of such Software must be made in accordance with the terms of this License Agreement. Arsenal reserves all rights not specifically granted herein. Your rights and obligations under this License Agreement are set forth below. If You violate such obligations, this License Agreement and Your right to use the Software terminate immediately. 

Permitted Uses of a Free Mode License. Under this License, Arsenal grants You the right to use the Software, which may be limited in its functionality or output, and documentation without charge. This License Agreement governs any releases, revisions, updates or enhancements to the Software that Arsenal may make available to You. Under the Free Mode License, Arsenal grants You the right to use the Software on any Workstation.

Prohibited Uses of a Free Mode License. Under this License, You may not (nor may You authorize anyone else to) (i) sell, rent, lend, assign, sublicense or otherwise transfer (completely or partially) the Software or Your rights as expressly provided in this License; (ii) reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Software.

Permitted Uses of an Educational License. Under this License, Arsenal grants You the right to use the Software and documentation without charge (professors and students in digital forensics programs at colleges and universities) for a specific time period, after which time You will have acquired another Educational license from Arsenal and will continue to be bound by the terms of this Agreement or will have discontinued all use of the Software and destroyed it and all copies thereof, in which event all of Your rights hereunder shall end. During the Educational License period, the Software may be used for educational (and not commercial or other, e.g. casework) purposes only. During the Educational License period, Arsenal grants You the right to: (i) use one copy of the Software on a single Workstation (Arsenal may allow the Software installation to be moved after initial installation); (ii) make one copy of the Software (including all copyright, trademark and proprietary rights notices thereon) for backup purposes only and such copy shall constitute “Software” under this License Agreement. 

Prohibited Uses of an Educational License. During the Educational License period You may not (nor may You authorize anyone else to) (i) sell, rent, lend, assign, sublicense or otherwise transfer (completely or partially) the Software or Your rights as expressly provided in this License; (ii) reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Software; (iii) to make any copy of all or a part of the Software other than one copy (including all copyright, trademark and proprietary rights notices thereon) for backup purposes only and such copy shall constitute “Software” under this License; or (iv) use the Software on a network or across multiple Workstations unless You have a licensed copy of the Software for each Workstation that can access the Software over that network.

Permitted Uses of a Trial License. Under this License, Arsenal grants You the right to use the Software and documentation without charge for a trial period, by which time You will have purchased the software and will continue to be bound by the terms of this Agreement or will have discontinued all use of the Software and destroyed it and all copies thereof, in which event all of Your rights hereunder shall end. During the trial period, the Software may only be used for Your internal testing purposes only. During the trial period, Arsenal grants You the right to: (i) use one copy of the Software on a single Workstation (Arsenal may allow the Software installation to be moved after initial installation); (ii) make one copy of the Software (including all copyright, trademark and proprietary rights notices thereon) for backup purposes only and such copy shall constitute “Software” under this License Agreement. 

Prohibited Uses of a Trial License. During the trial period You may not (nor may You authorize anyone else to) (i) sell, rent, lend, assign, sublicense or otherwise transfer (completely or partially) the Software or Your rights as expressly provided in this License; (ii) reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Software; (iii) to make any copy of all or a part of the Software other than one copy (including all copyright, trademark and proprietary rights notices thereon) for backup purposes only and such copy shall constitute “Software” under this License; or (iv) use the Software on a network or across multiple Workstations unless You have a licensed copy of the Software for each Workstation that can access the Software over that network.

Permitted Uses of a Purchased License. This License Agreement governs any releases, revisions, updates or enhancements to the Software that Arsenal may make available to You. Once fully purchased, under this License Agreement, Arsenal grants You the right to (i) use one copy of the Software on a single Workstation (Arsenal may allow the Software installation to be moved after initial installation); (ii) make one copy of the Software (including all copyright, trademark and proprietary rights notices thereon) for backup purposes only and such copy shall constitute “Software” under this License Agreement; (iii) use the Software on a network, provided that You have a licensed copy of the Software for each Workstation that can access the Software over that network; (iv) permanently transfer all of Your rights in the Software granted under this License Agreement to another person or entity, provided that You retain no copies of the Software and the transferee agrees to the terms of this License Agreement. Partial transfer of Your rights under this License Agreement shall not be permitted. For example, if the applicable documentation grants You the right to use multiple copies of the Software, only a transfer of the rights to use all such copies of the Software would be valid.

Prohibited Uses of a Purchased License. You may not (nor may You authorize anyone else to) (i) sell, rent, lend, assign, sublicense or transfer the Software or Your rights hereunder except as expressly provided in this License Agreement; (ii) make any copy of all or a part of the Software other than the one backup copy or as permitted above; (iii) use the Software as part of a facility management, timesharing, service provider or service bureau arrangement; (iv) publish the software for others to copy; or (v) reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Software, modify, translate or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components). Any attempt to do any of the above is a violation of this License Agreement. If You breach any of these restrictions, the License Agreement shall terminate and You may be subject to prosecution and damages.

PRIVACY - PURCHASING AND LICENSING. Arsenal uses third-party services for purchasing and licensing of the Software. Please view their respective privacy policies at http://www.avangate.com/legal/privacy.php and http://www.softworkz.com/privacy.html.

UPDATES. Arsenal reserves the right to modify the Software at any time. Arsenal may distribute modifications or updates to the Software or to portions of the Software to reflect developments. In addition, Arsenal may distribute “bug fixes” or other revisions to the Software. You will be entitled to such updates if Arsenal, in its sole discretion, determines to make such updates available to You (generally within an active software subscription or the first year after purchase, depending on the type of license in question). The terms of this License Agreement will govern any updates unless such update is accompanied by a separate license agreement, in which case the terms of that license will govern.

PRODUCT INSTALLATION AND ACTIVATION There may be technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that Arsenal may use these measures to protect against software piracy. This Software may contain enforcement technology that limits Your ability to install and uninstall the Software to not more than a finite number of times for a finite number of computers. This License Agreement and the Software containing enforcement technology may require activation as further set forth in the Documentation. If so, the Software will only operate for a finite period of time prior to Software activation by You. During activation, You may be required to provide Your unique activation code accompanying the Software to verify the authenticity of the Software. If You do not complete the activation within the finite period of time set forth in the Documentation, or as prompted by the Software, the Software will cease to function until activation is complete; at which time the Software functionality will be restored. In the event that You are not able to activate the Software, You may contact Arsenal for assistance.

Termination. The license is effective until terminated by You or Arsenal. You may terminate this License at any time by discontinuing all use of the Software and destroying it and all copies thereof. Your rights under this License will terminate automatically without notice from Arsenal if You fail to comply with any term(s) of this License. Upon termination of the License, You shall cease all use of the Software, and destroy all copies, full or partial, of the Software.

NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ARSENAL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ARSENAL DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARSENAL OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL ARSENAL OR ANY SUPPLIER OR ANY OTHER PERSON INVOLVED IN THE CREATION, PRODUCTION, OR DISTRIBUTION OF THE SOFTWARE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE OR QUALITY, OR PERFORMANCE OF THE SOFTWARE HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF ARSENAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Arsenal’s total liability to You for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the purchase price of the Software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. These disclaimers shall apply regardless of whether You accept the Software.

The Software is not designed for and is not intended for use in hazardous environments requiring fail-safe (fault-tolerant) performance such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons or defense systems, life support systems or any other context in which the failure of the Software could lead directly to death, personal injury or severe damage to property or the environment. Arsenal, the Developers of the Software and its suppliers specifically disclaim any express or implied warranty of the Software’s suitability for these types of activities.

EXPORT REGULATION. You acknowledge that the Software and related technical data and services (collectively “Controlled Technology”) may be subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. You agree to comply with all relevant laws and will not export any Controlled Technology in contravention to U.S. law nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, You represent and warrant that You are not located in any such country or on any such list. USE OR FACILITATION OF ANY ARSENAL PRODUCT IN CONNECTION WITH ANY ACTIVITY INCLUDING, BUT NOT LIMITED TO, THE DESIGN, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION FABRICATION, TRAINING, OR TESTING OF CHEMICAL, BIOLOGICAL, OR NUCLEAR MATERIALS, OR MISSILES, DRONES, OR SPACE LAUNCH VEHICLES CAPABLE OF DELIVERING WEAPONS OF MASS DESTRUCTION IS PROHIBITED, IN ACCORDANCE WITH U.S. LAW.

Government End Users. The Software and Documentation: Was developed with no government funds; Is a trade secret of Arsenal for all purposes of the Freedom of Information Act. The Software and any associated documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights In Technical Data and Computer Software Clause at 52.227-7013. The Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

General: This License Agreement is the entire agreement between You and Arsenal relating to the Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties. Notwithstanding the foregoing, nothing in this License Agreement will diminish any rights You may have under existing consumer protection legislation or other applicable laws in Your jurisdiction that may not be waived by contract. Arsenal may assign its rights and obligations under this Agreement, without notice, to any affiliate of Arsenal or to any party (or its affiliate) acquiring Arsenal (or any affiliate of Arsenal to which this Agreement has been assigned) or acquiring all or substantially all of the assets to which this Agreement applies. All updates or new versions of the Software which may be received by You from Arsenal shall also be governed by this License Agreement. This License Agreement and Your use of the Software shall be construed, interpreted and governed by the laws of the State of Massachusetts. Your use of the Software may also be subject to other local, state, national, or international laws. If any provision of this License Agreement is found void or unenforceable, it will not affect the validity of the rest of this License. The disclaimers of warranties and damages and limitations on liability shall survive termination. This License Agreement may only be modified by the Documentation or by a written document that has been signed by both You and Arsenal. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

US Government Agencies Bound By Defense Federal Acquisition Regulations. APPLICABLE FLOWDOWNS OF THE PRIME CONTRACT. H.11.3 GSAM 552.232-39 Unenforceability of Unauthorized Obligations (FAR Deviation) (July 2015). (a) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any commercial supplier agreement (as defined in 502.101) that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: (1) Any such clause is unenforceable against the Government. (2) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the commercial supplier agreement. If the commercial supplier agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. (3) Any such clause is deemed to be stricken from the commercial supplier agreement. (b) Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute or applicable agency regulations and procedures. (End of Clause) H.11.4 GSAM 552.232-78 Commercial Supplier Agreements – Unenforceable Clauses (a) When any supply or service acquired under this contract is subject to a commercial supplier agreement, the following language shall be deemed incorporated into the commercial supplier agreement. As used herein, “this agreement” means the commercial supplier agreement: (1) Notwithstanding any other provision of this agreement, when the licensee/customer is an agency or instrumentality of the U.S. Government, the following shall apply: (i) Applicability. This agreement is part of a contract between the commercial supplier (or the licensor, where the commercial supplier agreement contains a license) and the U.S. Government for the acquisition of the supply or service 6 (including all contracts, task orders, and delivery orders under FAR Parts 13, 14 or 15). (ii) Licensee or Customer. This agreement shall bind the ordering activity as licensee or customer but shall not operate to bind a Government employee or person acting on behalf of the Government in his or her personal capacity. (iii) Law and disputes. This agreement is governed by Federal law. (A) Any provision purporting to subject the U.S. Government to the laws of a U.S. state, U.S. territory, district, or municipality, or foreign nation, except where Federal law expressly provides for the application of such laws, is hereby deleted. (B) Any provision requiring dispute resolution in a specific forum or venue that is different from that prescribed by applicable Federal law is hereby deleted. (C) Any provision prescribing a different time period for bringing an action than that prescribed by applicable Federal law is hereby deleted. (iv) Continued performance. In accordance with subparagraph (i) of the clause at 52.233-1 (Disputes), this agreement may not be unilaterally terminated by the commercial supplier or licensor, and the provision of supplies or services under this agreement may not be unilaterally suspended unless generally withdrawn from the commercial market. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance as set forth in such subparagraph (i). (v) Arbitration; equitable or injunctive relief. In the event of a claim or dispute arising under or relating to this agreement, (A) binding arbitration shall not be used unless specifically authorized by agency guidance, and (B) equitable or injunctive relief, including the award of attorney fees, costs or interest, may be awarded against the U.S. Government only when explicitly provided by statute (e.g., Prompt Payment Act or Equal Access to Justice Act). (vi) No additional terms. No other commercial supplier terms shall bind the Government unless included verbatim (not by reference) in the commercial supplier agreement and added to the Government contract or order with the approval of the cognizant contracting officer. (vii) No unilateral changes. Any clause of this agreement claiming that one party to the agreement may unilaterally change any provision of this agreement shall not apply. (viii) No automatic renewals. If any license or service tied to periodic payment is provided under this agreement (e.g., annual software maintenance or annual lease term), such license or service shall not renew automatically upon expiration of its current term without prior express Government approval. (ix) Indemnification. Any clause of this agreement requiring the commercial supplier or licensor to defend or indemnify the end user is hereby amended to provide that representation in the conduct of litigation in which the United States is a party or is interested is reserved for the U.S. Department of Justice in accordance with 28 U.S.C. 516. (x) Audits. Any clause of this agreement permitting the commercial supplier or licensor to audit the end user’s compliance with this agreement is hereby amended as follows: (A) Discrepancies found in an audit may result in a charge by the commercial supplier or licensor to the ordering activity. Any resulting invoice must comply with the proper invoicing requirements specified in the underlying Government contract or order. (B) This charge, if disputed by the ordering activity, will be resolved through the Disputes clause at 52.233-1; no payment obligation shall arise on the part of the ordering activity until the conclusion of the dispute process. (C) Any audit requested by the commercial supplier or licensor will be performed at the commercial supplier’s or licensor’s expense, without reimbursement by the Government. (xi) Taxes or surcharges. Any taxes or surcharges which the commercial supplier or licensor seeks to pass along to the Government as end user will be governed by the terms of the underlying Government contract or order and, in any event, must be submitted to the Contracting Officer for a determination of applicability prior to invoicing. (xii) Non-assignment. This agreement may not be assigned, nor may any rights or obligations thereunder be delegated, without the Government's prior approval, except as expressly permitted under the clause at 52.232-23, Assignment of Claims. (xiii) Confidential information. If this agreement includes a confidentiality clause, such clause is hereby amended to state that (A) neither this agreement nor the final pricing agreed to by the ordering activity in the underlying Government contract or order shall be deemed "confidential information" 8 notwithstanding marking to that effect; and (B) notwithstanding anything in this agreement to the contrary, the Government may retain any confidential information as required by law, regulation or its bona fide internal document retention procedures for legal, regulatory or compliance purposes; provided, however, that all such retained confidential information will continue to be subject to the confidentiality obligations of this agreement. (b) If any provision of this agreement conflicts or is inconsistent with the preceding subparagraph (a)(1), the provisions of subparagraph (a)(1) shall prevail to the extent of such inconsistency. (End of Clause)

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