Last updated: Jan 06, 2023

Please read these terms and conditions carefully before using Our Service.

General Conditions and Terms of Back Engineering Labs Inc.

Chapter 1: General Provisions

In these Terms and Conditions, the following terms are used in the following meanings, both singular and plural:

• Subscription: Agreement to provide Services periodically;
• Customer: Any party entering into an Agreement with Back Engineering Labs for the use of the Software;
• General Terms and Conditions: These general terms and conditions of Back Engineering Labs;
• Content: Any electronic data, files, or information added to the software by Customer and stored in Customer’s Environment, excluding software developed by Back Engineering Labs including templates, electronic data, files and information added by Back Engineering Labs;
• Services: All services offered by Back Engineering Labs with respect to the Software, which are subject of an Agreement or Services Request or other legal act between Back Engineering Labs and the Purchaser, including - but not limited to - implementation and migration of Content, for which additional costs may be charged in agreement with the Purchaser;
• Fee-earner: A natural person, employed in the Purchaser’s organization, who is entitled under the Agreement of the General Terms and Conditions to access and use (parts of) the Software, for which the Purchaser pays an annual fee to Back Engineering Labs;
• User: A natural person, including Fee-earners, working in the organization of the Customer, who is entitled under the Agreement or the General Terms and Conditions to access and use (parts of) Software;
• IP Rights: All Intellectual Property rights and related rights, such as copyrights, trademark rights and database rights;
• Implementation: Implementing the Software at the Customer’s location and/or remotely, which is part of the Agreement;
• Effective Date: The date on which the License can be put into use by Customer, which is specified on the Agreement;

Login Information

• The username and password provided by Back Engineering Labs that allows Users to access the Software

BLARE

• The trade name used by Back Engineering Labs for the software
• It is a binary rewriting framework

License

• Annual subscription to the Software that entitles the Customer to access and use thereof

Environment

• The environment of the Software tailored to Customer’s preferences

Agreement

• This Agreement for the use of the Software and associated Services

Parties

• Back Engineering Labs and Customer

Recovery Time Objective (RTO)

• The intended length of time and level of service within which the Software must be restored after a failure or disruption to prevent unacceptable consequence with business continuity interruption

Recovery Point Objective (RPO)

• The intended maximum number of hours of possible data loss in the event that the Software must be restored after failure due to a failure

Servers

• A collection of dedicated computers and related hardware managed by Back Engineering Labs on which web server software, support software or database software is installed to provide the Software over the Internet

Support

• Support offered to Users by Back Engineering Labs in handling a Support Ticket

Support Ticket

• A request by a User to Back Engineering Labs regarding a problem, use or implementation of the Software

Service Request

• A quote issued by Back Engineering Labs for additional Services requested by Customer, which will be deemed accepted by Customer by sending a copy to Back Engineering Labs, to which the General Terms and Conditions of Caerus and Viper and Llvm - msvc apply

Software

• Refers to the Caerus and Viper and Llvm - msvc software applicated hosted by Back Engineering Labs or its suppliers under the Caerus and Viper and Llvm - msvc names
• Made available and accessible for the use of Customer
• Subject to the Agreement

Confidential Information

Information that is proprietary or confidential and clearly designated as such and information that should reasonably be treated as confidential by Customer and Back Engineering Labs, regardless of whether such information is designated as proprietary or confidential, including but not limited to the Agreement and Customer’s Content;

Back Engineering Labs

• A Delaware Corporation organized under the laws of Delaware
• Principal office: 2261 Market Street STE 5714, San Francisco, California 94114.

Agreement

2.1 The Agreement

The Agreement is established by written acceptance of the Agreement by the Customer. The Agreement takes effect on the Effective Date and is legally binding on both Parties. The person who accepts the Agreement on behalf of the Customer represents that he or she is authorized to legally represent and bind the Customer to the Agreement. The Agreement applies to each license purchased by the Customer from Back Engineering Labs and all Services provided by Back Engineering Labs to the Customer.

2.2 Start of Services

Back Engineering Labs will begin providing the Services as soon as possible after receipt of the signed Agreement or Service Request and/or payment.

2.3 Order of Precedence

The documents making up the Agreement have the following order of precedence:

a. Agreement;

b. the General Conditions;

c. The Processor Agreement;

d. OTHER Attachments.

In case of conflict between these documents, the document with the highest priority takes precedence.

2.4 Amendment of General Terms and Conditions

Back Engineering Labs is entitled to amend these General Terms and Conditions. Amendments shall be announced to the Customer in writing. The Purchaser will have 30 days after notification to object to the proposed amendment. If the Purchaser does not object, the General Terms and Conditions including amendments will form part of the Agreement(s) in effect other arrangements that follow thereunder between the Purchaser and Back Engineering Labs.

2.5 Agreement Amendments

Notwithstanding the provisions of Article 2.4, additions and amendments to the Agreement may only be agreed upon by Back Engineering Labs and the Customer in writing. Back Engineering Labs will be entitled at any time - where applicable - to change, reduce and/or remove the scope, content and/or functionalities of Content and/or Services. If Back Engineering Labs is of the opinion that there is a substantial change, it will inform the Purchaser of that change in advance. If Back Engineering Labs is of the opinion that the change gives reason to do so, Back Engineering Labs will consult with the Purchaser about a possible reduction in the fee and agreed upon for the Content and/or Services.

License

3.1

Subject to the terms and conditions of the Agreement and the full and timely payment by the Customer of the fee applicable to the License, Back Engineering Labs grants to the Customer the non-exclusive, non-transferable and non-sublicensable right to grant its Users access to and use of the Software for the duration specified in the Agreement. The number of Fee-earners having access to the Software is determined in the Agreement. Customer will only grant access to the Software to:

• its employees
• employees of affiliated companies
• affiliated and
• independent contractors as necessary to provide services to Customer.

3.2

Unless otherwise agreed, a right of use is granted for a period of twelve (12) months. At the end of this period, this period is tacitly renewed for a period of twelve (12) months, unless the Customer cancels the Agreement in writing at least two (2) months before the end of the current period. The right of use is always limited in time.

3.3

The Software may be used by the Customer exclusively for the purpose of its own business operations and only by the number of Fee-earners as agreed upon. The Purchaser shall only make the Software available to Users.

3.4

Customer is responsible and liable for the use of Software by Users and warrants that Users will comply with the terms of the Agreement.

3.5

Customer shall not modify, translate, reproduce, decompile, reverse engineer, merge with other works or create derivative works from the Software.

3.6

If the Software has been used by more or other persons or on more or other equipment and/or infrastructure than agreed, the Purchaser will be obliged to pay the fee charged by Back Engineering Labs for that additional use, without prejudice to the other rights of Back Engineering Labs under the law and the Agreement.

3.7

Back Engineering Labs will create an Environment for Customer or remove an Environment from the Software upon Customer’s written request. If the number of Fee-earners using the Software does not correspond to the number set forth in the Agreement, Back Engineering Labs will be authorized to charge additional costs in that regard. The Customer must timely notify Back Engineering Labs in writing of any additional Fee-earners.

3.8

Back Engineering Labs has the right to suspend the access of one or more Users to the Software or the access of all Users to the Content if the number of Fee-earners or the features used by a User do not comply with the Agreement. Back Engineering Labs has the right to suspend a User’s access to the Software if it has evidence that the Customer does not comply with the requirements of Article 3.

Prices and payment terms

4.1 Sales Tax and Levies

The prices charged by Back Engineering Labs are exclusive of sales tax and other levies imposed by the government.

4.2 Calculation of Prices

Prices charged by Back Engineering Labs will be calculated based on the number of Fee-earners who have access to the Software.

4.3 Invoicing

Back Engineering Labs will invoice the Customer annually for the use of the Services as of the Effective Date. Invoices will be sent electronically.

4.4 Additional Changes

After completion of the Implementation, the Customer will have the opportunity to notify Back Engineering Labs of any additional changes within three weeks. These changes will be carried out free of charge if they fall within the terms of the Implementation and/or the Agreement.

4.5 Payment Terms

Payment of an invoice must be made within fourteen (14) days of the invoice date, unless otherwise agreed in writing. Back Engineering Labs may require advance payment, cash payment, and/or security for payment from the Customer.

4.6 Deduction of Payments

All payments made by the Customer to Back Engineering Labs shall be deducted from the Customer’s oldest outstanding invoices.

4.7 Late Payment

The payment terms shall be regarded as deadlines. In the event of late payment, the Customer shall automatically be in default and liable to interest of 1% per month or part thereof on the outstanding amount, in addition to extrajudicial costs.

4.8 Suspension and Set-off

The Purchaser will not be entitled to suspend or set off payments on account of (alleged) shortcoming(s) by Back Engineering Labs.

4.9 Price Increase

Back Engineering Labs may increase its prices annually, with the policy of at least the same percentage as the consumer price index published by the Central Bureau of Statistics. In addition, Back Engineering Labs may increase its prices once a year by an additional percentage with a maximum of 5%. If the Purchaser does not agree with this increase, they may object in writing within 30 days after notification. If no solution is reached within 30 days, either party may terminate the Agreement.

4.10. Suspension of Performance

Back Engineering Labs will be entitled to suspend performance of its obligations under an Agreement in the event that the Purchaser fails to comply with its obligations in full and/or in a timely manner. Adverse consequences of suspension will be at the Customer’s expense and risk.

5. Retainer Fee

5.1. Individuals seeking to contract our services will be required to pay a retainer fee, also referred to as goodwill money, upon entering into an agreement with us.

5.2. The purpose of the retainer fee is to ensure the commitment and seriousness of the individual in engaging our services.

5.3. The retainer fee is non-refundable and will be credited towards the total cost of the contracted services.

5.4. The amount of the retainer fee will be determined based on the scope and complexity of the project and will be communicated to the individual prior to the agreement.

5.5. However, companies seeking to contract our services are exempt from the retainer fee requirement. This exemption is based on the understanding that companies often exhibit a higher level of authority and sincerity in their business engagements.

5.6. The exemption from the retainer fee requirement for companies is solely at our discretion and may be subject to review on a case-by-case basis.

5.7. The decision to exempt a company from the retainer fee requirement does not absolve the company from their commitment and seriousness in engaging our services. We still expect companies to demonstrate professionalism and dedication to the agreed-upon project.

5.8. The exemption from the retainer fee requirement does not affect any other payment obligations or terms outlined in the contract or agreement between the parties.

5.9. The retainer fee or exemption from the requirement should be mutually agreed upon and clearly documented in the contract or agreement.

6. Secrecy

6.1. Each party to the Agreement shall keep all Confidential Information confidential and use it only for the performance of the Agreement. Access to Confidential Information shall be limited to persons who need to know for the Performance of the Agreement. The parties warrant that these persons are contractually obligated to maintain the confidentiality of the Confidential Information.

6.2. Confidential Information of a Party shall not mean information that: a. is or becomes publicly known, other than by any act or omission of the other Party; b. was in lawful possession of the other Party prior to disclosure; c. lawfully disclosed to the other Party by a third party without restriction on disclosure; 6.3. Confidential Information may be disclosed pursuant to a court or public law order, provided that (if permitted by law or authorized by such order) the other Party is notified as soon as practicable after receipt of the order and has had an opportunity to seek legal redress against the disclosure in question. 6.4. The Parties are permitted to share Confidential Information with their outside legal advisors or attorneys to the extent reasonably necessary, if such legal advisors or attorneys are also contractually bound to refrain from disclosing any Confidential Information to third parties. 7. Personal data 7.1. Back Engineering Labs processes personal data of the Customer in the context of the performance of the Agreement. In this case, Back Engineering Labs will be considered a “processor” and the Customer will be considered a “controller” in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation, hereinafter: the AVG) and the Delaware Personal Data Privacy Act. Both Back Engineering Labs and the Customer will comply with the obligations under the AVG. This Article, in conjunction with the attached Processor Agreement, shall constitute the Processor Agreement between the Parties. 7.2. Back Engineering Labs will only process personal data that it obtains from the Customer for the purposes of performing the Agreement or providing the Services and in accordance with the Customer’s introductions to Back Engineering Labs. 7.3. Back Engineering Labs will adequately secure the personal data provided to it. Back Engineering Labs will implement appropriate technical and organizational measures to secure the personal data against loss and any form of unlawful processing. Such measures, taking into account the state of the art and the costs of implementation, will ensure an appropriate level of security, given the risks involved in the processing and the nature of the data to be protected. 7.4. Back Engineering Labs is entitled to engage sub-processors for the purpose of providing the Services. If a new sub-processor is engaged, Back Engineering Labs will notify the Customer. The Customer has the right to object to the engagement of a new sub-processor within a period of 14 days after notification. If the Customer objects in time, the parties will consult on options whereby the relevant sub-processor does not have to be used. If the Parties do not find a solution within a period of 60 days, the Customer may terminate (the part of the) License Agreement that relates to the provision of the Services that cannot be provided without the use of the relevant sub-processor. Prev Next

Confidential Information

6.2. Confidential Information of a Party shall not mean information that:

• a. is or becomes publicly known, other than by any act or omission of the other Party;
• b. was in lawful possession of the other Party prior to disclosure;
• c. lawfully disclosed to the other Party by a third party without restriction on disclosure;

6.3. Confidential Information may be disclosed pursuant to a court or public law order, provided that (if permitted by law or authorized by such order) the other Party is notified as soon as practicable after receipt of the order and has had an opportunity to seek legal redress against the disclosure in question.

6.4. The Parties are permitted to share Confidential Information with their outside legal advisors or attorneys to the extent reasonably necessary, if such legal advisors or attorneys are also contractually bound to refrain from disclosing any Confidential Information to third parties.

Personal data

7.1. Back Engineering Labs processes personal data of the Customer in the context of the performance of the Agreement. In this case, Back Engineering Labs will be considered a “processor” and the Customer will be considered a “controller” in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation, hereinafter: the AVG) and the Delaware Personal Data Privacy Act. Both Back Engineering Labs and the Customer will comply with the obligations under the AVG. This Article, in conjunction with the attached Processor Agreement, shall constitute the Processor Agreement between the Parties.

7.2. Back Engineering Labs will only process personal data that it obtains from the Customer for the purposes of performing the Agreement or providing the Services and in accordance with the Customer’s introductions to Back Engineering Labs.

7.3. Back Engineering Labs will adequately secure the personal data provided to it. Back Engineering Labs will implement appropriate technical and organizational measures to secure the personal data against loss and any form of unlawful processing. Such measures, taking into account the state of the art and the costs of implementation, will ensure an appropriate level of security, given the risks involved in the processing and the nature of the data to be protected.

7.4. Back Engineering Labs is entitled to engage sub-processors for the purpose of providing the Services. If a new sub-processor is engaged, Back Engineering Labs will notify the Customer. The Customer has the right to object to the engagement of a new sub-processor within a period of 14 days after notification. If the Customer objects in time, the parties will consult on options whereby the relevant sub-processor does not have to be used. If the Parties do not find a solution within a period of 60 days, the Customer may terminate (the part of the) License Agreement that relates to the provision of the Services that cannot be provided without the use of the relevant sub-processor.

7.5. Sub-processors

To the extent Back Engineering Labs engages sub-processors in the performance of the Agreement, such sub-processors will be bound by similar obligations as Back Engineering Labs.

7.6. Cooperation with Customer

Back Engineering Labs will provide appropriate cooperation with the Customer obligations, taking into account the nature of the processing and the information available from Back Engineering Labs.

7.7. Termination of License Agreement

If the License Agreement is terminated, the Customer is responsible for timely removal of the Content and termination of access to the Users. Fees may be charged for making the Content available after Back Engineering Labs terminates the Agreement.

7.8. Audit

At the Customer’s request, Back Engineering Labs will provide all information necessary to demonstrate that Back Engineering Labs is acting in accordance with its obligations under the Delaware Personal Data Privacy Act, including the opportunity to view audit reports on site. If the Customer wishes to conduct an audit after viewing the audit reports, the Customer may do so annually and at its own expense. In such case, Back Engineering Labs and the Customer will schedule a date and time by mutual agreement when this audit may be performed.

8. Intellectual Property Rights

8.1. Ownership of Services All IP rights vested in the Services rendered under the Agreement, including the functional and technical design, layout, database structure, templates, electronic data, files, information and functionalities and source codes of the Software and all related documents are vested exclusively in Back Engineering Labs and/or its licensors, unless expressly agreed otherwise in writing.

8.2. Assignment of IP Rights Nothing in these Terms and Conditions implies an assignment of IP Rights.

8.3. Content All rights of any kind with respect to the Content belong to Customer.

9. Liability

9.1. Limitation of Liability The total liability of both parties shall be limited to direct damages and the amount paid by the Customer to Back Engineering Labs for use of the Services during the 12-month period prior to the cause causing the direct damages. In no event shall Back Engineering Labs’ total liability under the Agreement on any account exceed one million dollars (1,000,000,00 dollars) per occurrence, with total liability per year of two million dollars (2,000,000,00 dollars). The foregoing exclusions and limitations of liability for Back Engineering Labs shall also apply with respect to any warranties and indemnification obligations of Back Engineering Labs.

9.2. Definition of Direct Damages Direct damages shall mean only: a) reasonable costs incurred by the Purchaser to enable Back Engineering Labs’ performance of the Agreement. b) reasonable costs incurred to prevent or limit direct damage that could be expected as a result of the event on which the liability is based; and; c) reasonable costs incurred in determining the cause of damage, liability, direct damage and method of repair.

9.3. Any liability of Back Engineering Labs for damage other than direct damage, such as consequential damage, derivative damage and immaterial damage is entirely excluded. In this connection, consequential damage will in any event be understood to mean: loss of profits, missed savings, reduced goodwill, damage due to business stagnation, losses, costs incurred to prevent or determine consequential damage, loss confusion or damage to electronic data and/or damage due to a delay in the transport of data traffic and all damage other than that referred in Article 9.2.

9.4. The limitation of liability also applies to Parties’ affiliates, employees, agents and subcontractors.

9.5. This Article is no way limits Back Engineering Labs’ liability for damages resulting from the Parties’ own intentional or deliberate recklessness.

9.6. A condition for the creation of any right to compensation will always be that the Purchaser reports the damage in writing by registered mail, stating the reasons, as soon as possible after it occurs, and that Back Engineering Labs is offered a reasonable period of time to remedy it. Any right to compensation under this article will lapse in the event that the Purchaser has not reported the damage to Back Engineering Labs in writing and with substantiation within three (3) months after the time at which the damage first manifested itself noticeably.

9.7. This Article shall survive termination of the Agreement.

Indemnification

10.1. The Customer shall indemnify Back Engineering Labs against all liabilities, costs, expenses, damages and losses (including court costs and expenses) suffered by Back Engineering Labs as a result of or in connection with:

a) Third party claims due to unauthorized or unlawful use or modification of the Services by Customer; b) Third party claims based on an allegation that the information stored and/or exchanged by Customer or Users is unlawful.

10.2. Back Engineering Labs shall indemnify the Customer against all liability and costs, damages or losses (including court costs and expenses), suffered or incurred by the Customer, arising out of, or in connection with, any dispute or claim against the Customer alleging that the Software or any part thereof infringes the copyright, trademark, trade or patent rights, trade secrets or other intellectual property rights of third parties.

10.3

Both parties shall promptly notify each other of any such claim, demand or proceeding and give each party the authority, information and assistance (at its own expense) for the defense thereof. Each party shall be responsible for paying its own damages and any incidental costs.

10.4

This Article shall survive termination of the Agreement.

11. Termination

11.1

The Customer cannot terminate or dissolve the Agreement other than pursuant to Article 3.2. of these General Terms and Conditions and the following paragraphs.

11.2

Either Party may, without the need for written notice of default or court intervention and without being liable for any damages or compensation, terminate the Agreement in writing in whole or in part with immediate effect in the event that:

• a) the other Party commits a material breach of any of the terms of the Agreement (if the breach is can be remedied) fails to remedy such breach within 30 days after that Party is notified in writing of the breach;
• b) the other Party commits continuing breaches of the Agreement (after such breaches have been reported);
• c) the other Party applies for suspension of payments or is declared bankrupt, or a substantial part of the other Party’s assets are seized;
• d) the other Party had debts under a similar or analogous action in a foreign jurisdiction; or
• e) the other Party should no longer be considered capable of fulfilling its obligations.
• f) If either party shall be required to cease and desist from the performance or other obligations set forth in this Agreement by reason of any provision of law, order of any court or other public authority.

11.3

Back Engineering Labs will be entitled to terminate the Agreement, in whole or in part, if and from the moment that the Service, the delivery of which is the subject of the Agreement, can no longer be supplied, is withdrawn from circulation or will otherwise no longer be available (permanently). A written notice period of at least six (6) months shall apply.

11.4

In the event that at the time of the termination referred to in this Article the Purchaser has already received performances in connection with the performance of the Agreement, those performances and the related payment obligations will not be subject to cancellation unless Back Engineering Labs is in default with respect to those performances. Amounts that Back Engineering Labs has invoiced before the termination in connection with what Back Engineering Labs has already performed or delivered in performance of the Agreement will continue to be due and will become immediately payable at the time of termination.

11.5

In the event Customer wishes to terminate the Agreement, Customer is responsible for timely removal of the Content and termination of access to the Users. Fees may be charged for making the Content available after termination of the Agreement.

11.6. Content in the Software

The Customer shall be obligated to notify Back Engineering Labs in writing within 30 days after the Termination Date as to what is to be done with the Content in the Software. In the event the Customer fails to provide timely instructions to Back Engineering Labs regarding the removal or export of the Content prior to the Termination Date, Back Engineering Labs shall be authorized to remove the Content from the Software after 120 days from the Termination Date.

11.7. Export of Content

At the Customer’s request, Back Engineering Labs will cooperate in an export of Content to a third party. Back Engineering Labs does not guarantee that such transfer will be possible within Buyer’s expectations and bears no liability herein.

11.8. Continuation of Articles

Articles which by their nature are intended to continue to apply after the end of the Agreement shall remain in full force and effect upon termination of the Agreement.

12. Force majeure

12.1. There shall be no failure by Back Engineering Labs to perform the Agreement, not shall Back Engineering Labs be held liable for any failure or delay in the performance of its obligations under the Agreement arising out of or attributable to force majeure. Force majeure includes, in any case, a failure of a supplier of Back Engineering Labs, governmental measures and/or instructions, strikes, power failures, Internet and/or telephone failures and other measures beyond Back Engineering Labs’ reasonable control.

12.2. If any delaying event referred to in Clause 12.1 continues for a period of 60 days or more, then either Party may terminate the Agreement by giving the other Party written notice of its intention to terminate the Agreement with 14 days’ notice (to be counted from the date of said letter), unless the delaying event has ended in the meantime.

Terms of Service

Content

1. Back Engineering Labs is not responsible for the legality or rights violations of the content uploaded by users. Users are solely responsible for ensuring their content is lawful and does not violate the rights of third parties.

2. Back Engineering Labs cannot be held liable for any content processed in the environment.

3. Back Engineering Labs is not responsible for the accuracy of the content or users’ compliance with regulations. However, Back Engineering Labs will make efforts to ensure that user transactions are recorded and validated correctly.

4. If Back Engineering Labs becomes aware that uploaded content is unlawful, access to such content will be blocked and the customer will be notified to resolve the situation, unless required by law to delete the content. Back Engineering Labs is not liable for the storage of content or any resulting damage.

5. The customer is responsible for ensuring that users follow Back Engineering Labs’ instructions and comply with applicable provisions. Back Engineering Labs may block access to the software for users or the customer if their actions jeopardize the proper operation of the software.

6. Back Engineering Labs does not impose limits on the quantity of data processed by the customer or users. However, this does not permit unlimited processing for any purpose. If the software is used for purposes other than those stated in the agreement, Back Engineering Labs will inform the customer and coordinate the consequences.

7. Back Engineering Labs may only use customer data and content for the purpose of providing services to the customer. Statistical information may be used in an anonymous form for continuous maintenance and improvement of the software. Back Engineering Labs may also use a copy of the environment, in a non-anonymized form, for monitoring and updating the software.

Implementation, New Versions, and Maintenance

1. The customer must provide Back Engineering Labs with all necessary access, assistance, data, and materials to properly provide access to the software.

2. Back Engineering Labs may temporarily suspend or restrict the software, or parts thereof, unless otherwise agreed.

Use of Software

Back Engineering Labs may use the Software for purposes such as preventive maintenance, making corrections or adjustments. If the use of the Software is temporarily unavailable or limited and it will have a substantial impact on the Customer’s business operations, Back Engineering Labs will notify the Customer as soon as possible. In cases of emergency where immediate interruption or restriction of the Software is necessary, Back Engineering Labs will notify the Customer as soon as reasonably possible.

Instructions and Directions

The Purchaser is required to follow Back Engineering Labs’ instructions and directions regarding the Software, including the installation of patches and updates. Back Engineering Labs reserves the right to implement technical protection measures in the Software, and the Customer is not allowed to circumvent these measures.

Guarantees

Back Engineering Labs strives to ensure that the Software is defect-free and operates without interruption. However, the Customer is responsible for the acquisition, management, maintenance, and proper functioning of their own or third-party infrastructure. The Customer is liable for any damage or costs caused by transmission errors, failures, defective functioning, or unavailability of computer, data, or telecommunication facilities, including the Internet.

Back Engineering Labs will provide the Customer with the minimum requirements necessary to use the Software upon request. The Customer is responsible for complying with these requirements, and Back Engineering Labs may modify them if necessary. If the Customer does not accept or cannot comply with the requirements, they will be held liable.

The Customer acknowledges that the Software is provided on an ‘as is’ basis. Back Engineering Labs will make every effort to remedy any defects within three (3) months after delivery or acceptance of the Software, provided that the defects have been reported in writing and in detail within that period. However, this effort does not include resolving unforeseeable defects, ensuring error-free operation with other equipment or software not from Back Engineering Labs, or troubleshooting non-reproducible Software failures.

Resolving Failures

• Resolving failures in the Software in the event that they are attributable to the Customer, for example, because the failures are due to the Customer’s computer system.
• Restoration of any mutilated or lost data.

Repair

• A repair as referred to in Article 15.5 will be carried out free of charge unless it is due to user errors, improper use or unauthorized use by the Purchaser or other causes not attributable to Back Engineering Labs.

Changes to the Software

• The obligation of effort will lapse in the event the Customer, or third parties make changes to the Software without Back Engineering Labs’ written consent.

Use of the Software

• In order to use the Software, Customer requires login Credentials.
• The Customer is responsible for keeping the Login Information Confidential.
• If the Customer’s login information falls into the hands of unauthorized persons, the Customer must inform Back Engineering Labs promptly.
• The Customer is responsible and liable for the use of Content and the Software by third parties using the Customer’s Login Information.
• Back Engineering Labs will block access to unlawful data stored in the Software or processed through the Software and give the Customer an opportunity to remedy the situation.

Additional Services

• The parties may separately and in writing agree that the Customer will purchase additional Services from Back Engineering Labs.
• These Services may be provided for a specific fee.
• Back Engineering Labs will diligently perform such Services in accordance with the accepted Service Request.
• In providing Services, Back Engineering Labs cannot guarantee any specific result.
• Consultants will not be liable for the accuracy and/or completeness of any response.

Customer Approval

The Customer has approved the result of the preceding phase in writing.

Instructions for Services

Back Engineering Labs will only be obliged to follow instructions from the Purchaser regarding the performance of Services if this has been explicitly agreed upon in writing, does not require additional work, and insofar as the instructions are reasonable and provided in a timely manner.

If a Service Request is entered into with the request to have it performed by a specific person, Back Engineering Labs nevertheless remains authorized at all times, after the Customer has been informed thereof, to have such person replaced by another person.

Chapter 3: Service Level

Support

Customer is entitled to Support for the use of the Software regarding the functionality of the Software. Support is available Monday through Friday from 9:00 to 17:30 Pacific Time. Back Engineering Labs can only provide Support if the Customer uses the operational systems supported by the manufacturer of the operational systems. Support consists of general assistance with respect to the Software, including explanation of the documentation, help enabling Customer to operate the Software correctly, and verification and analysis of the accuracy of the data entered and processed. Support does not relate to the Services purchased by Customer.

Users may submit a Support Ticket to Back Engineering Labs by email. Users may use the website for further information.

Back Engineering Labs and third parties engaged by Back Engineering Labs may access the Environment and Content in order to provide Support and may take appropriate action they deem necessary to resolve a problem as stated in a Support Ticket.

Support will be offered remotely from a Back Engineering Labs service center. If assistance at the Customer’s location is required, a separate agreement will have to be made at the then applicable rate.

Back Engineering Labs is not liable for any incorrect, incomplete, or delayed transmission and/or receipt of a Support Ticket submitted by a User caused by the incomplete functioning of third-party telecom services or hardware and/or Customer.

Back Engineering Labs may charge the Purchaser for providing a Service or a Service Request. In that case, Back Engineering Labs will inform the Customer in advance, and the requested Service will not be provided until after the Customer’s approval.

Accessibility Software

1.9 Accessibility

1.9.1 Back Engineering Labs will provide a minimum level of accessibility (uptime) of the Software of 99.9% per month, except for the limitations set forth in this Article. Pre-announced update and maintenance work will be excluded from the calculation of this percentage.

1.9.2 Accessibility means that the Software is accessible via the URL provided to Customer.

1.9.3 Accessibility cannot be understood to mean the existence of a working point-to-point connection between the Customer’s systems and Back Engineering Labs suppliers maintaining the Servers.

1.9.4 Back Engineering Labs is not responsible for the Customer’s systems or any connection to other third-party systems.

Operation of the Software

20.1 Back Engineering Labs warrants that it will make every effort to ensure that the Software will operate properly and without any defect and that the speed will be sufficient for continuous use during the day. Notwithstanding the foregoing, Back Engineering Labs shall:

• a) does not guarantee that Customer’s use of the Software will be uninterrupted or error-free, nor that the performance of the Software will meet Customer’s requirements; and
• b) not be responsible for any delays, transmission failures, or any other loss or damage arising from the transmission of data over communications networks and facilities, including the Internet. Customer is aware that the Software may be subject to limitations, delays, and other problems inherent in the use of Software.

20.2 Back Engineering Labs guarantees availability as described in Section 1.9.1 only if and to the extent that, Customer meets the minimum system requirements specified by Back Engineering Labs, including Internet support, Firefox and other browsers running on Windows, Apple Macintosh and Linux or other platforms. In addition, Customer and Back Engineering Labs must have adequate bandwidth. In this regard, it is assumed that at least 128 Kbit/sec (both download and upload) is available at all times to the workstation from where the Software is used, such to be measured by an independent website such as www.speedtest.nl. However, it is not necessary for each individual workstation to have this bandwidth.

20.3 Back Engineering Labs is authorized to make changes to these minimum system requirements at any time. If so, the Customer will be informed in advance. If the Customer does not comply with these new requirements, the above warranty regarding performance will lapse.

Backup and other services

2.1. Once Back Engineering Labs determines or is aware of a defect in the Software

Back Engineering Labs will use all reasonable available resources to expedite resolution of such defect. Back Engineering Labs will use its best efforts to meet a Recovery Time Objective (RTO) of 24 hours and a Recovery Point Objective (RPO) of 3 hours during business days and will adopt the following backup policy:

• Creating daily backups of Customer’s Content and deleting them after 30 days
• Creating monthly backups of Customer’s Content and deleting them after one year
• Backing up Customer’s Content once in a 3-month period and deleting it after 3 years.

2.1.2. After termination of the Agreement

If a request to make the Customer’s Content available has been made in accordance with Articles 11.6 and 11.7, Back Engineering Labs will make the Customer’s Content available in a generally accessible file and standard file format at the Purchaser’s expense, if the Parties have agreed on the conditions in that regard. Back Engineering Labs will not be obliged to convert the Content made available or otherwise make it suitable for use by the Purchaser, unless the Parties have agreed on this.

2.1.3. The Customer may request to restore the Content

The Customer may request to restore the Content by using the Backups in accordance with Article 21.1. In such a case, Back Engineering Labs shall not be obliged to restore or otherwise make suitable for use by the Customer any Content added later than the time the backup was made.

2.2. Exceptions

The service level set forth in Articles 19 through 21 does not apply in the following situations:

• During regular maintenance times. These will not be scheduled more than 4 times per month and will not start before 7:00 pm Pacific time. Back Engineering Labs will inform the Customer in writing of such maintenance moment at least 3 business days in advance.
• In case of incidents due to or attributable to force majeure.
• In case of any problem, interruption, or malfunction caused by any act of Customer.
• In case of unavailability of the Software at Customer’s request and/or unavailability of the Software during work at Customer’s request.
• If Back Engineering Labs requires assistance from Customer to determine or isolate the problem, interruption, or malfunction, and Customer does not provide such assistance.
• If Customer fails to meet the minimum system requirements as stated in Article 20.2.
• If the incident was caused by a defect in the Customer’s system or infrastructure.

2.3. Miscellaneous

2.3.1. This Agreement and all use of Services is governed by the laws of the state of Delaware and the federal laws of the United States of America.

Disputes

Disputes between Back Engineering Labs and the Purchaser shall be submitted exclusively to the competent Delaware’s Court of Chancery.

Void/Nullified Provision

In the event that any provision of these General Terms and Conditions is declared void or is nullified, the other provisions will remain in full force and effect. Back Engineering Labs will then adopt a new provision to replace the void/annulled provision, taking into account as much as possible the purport of the void/annulled provision.

Engagement of Third Parties

Back Engineering Labs is entitled to engage third parties for the performance of the Agreement.

Rights and Obligations

The Customer cannot (sub)license or transfer the rights and obligations under the Agreement to a third party unless Back Engineering Labs expressly consents thereto in writing. Back Engineering Labs will not withhold such consent on unreasonable grounds.

Back Engineering Labs may (sub)license and/or transfer the rights and obligations under the Agreement to a third party without the Customer’s

Waiver

The failure of Back Engineering Labs at any time to invoke any right or power vested in it under the Agreement, or the law shall not constitute a waiver of such right or power.