End User License Agreement


This copy of SYYCLOPS (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. SYYCLOPS, Inc. or its subsidiaries, affiliates, and suppliers (collectively “SYYCLOPS”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).  

  1. Acceptance 

 By Electronically signing this document, you accept and agree to be bound by the terms of this agreement. By selecting the “accept” option when downloading or accessing the software product or by installing, using, or copying the software product, you are agreeing to the terms expressed in this agreement. You must agree to all of the terms of this agreement before you will be allowed to download or access the software product. If you do not agree to all of the terms of this agreement, you must select you must not install, use, or copy the software product.  

  1. Modification of this Agreement 

Syyclops reserves the right to modify and/or change any of the terms and conditions of this AGREEMENT at any time and without prior notice. If Syyclops materially modifies this agreement, it will post the modified agreement. Syyclops will also update the “Last Updated Date” at the end of this agreement. By continuing to use the Syyclops Software after Syyclops has posted a modification of this agreement, you agree to be bound by the modified AGREEMENT. If the modified agreement is not acceptable to you, your only recourse is to uninstall or to not use the Syyclops Software. 

  1. Definitions 
  1. “Authorized Partner” means any of SYYCLOPS’s distributors, resellers or other business partners that are authorized by SYYCLOPS in writing to sell Support or the Software license rights granted under this Agreement. 
  1. “Cloud Services” means the cloud services that SYYCLOPS provides to Customer as specified in one or more Grant Letters. Access to the Cloud Services requires either an active support agreement or an active subscription, as required by the specific offering. 
  1. “Documentation” means explanatory materials in printed, electronic or online form accompanying the Software in English and other languages, if available. 

“DATs” means detection definition files, also referred to as signature files, that contain the code(s) anti-malware software used to detect and repair viruses, Trojan horses, and potentially unwanted programs. 

  1. “High Risk System” means a device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury, or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities. 
  1. “SYYCLOPS” means (i) SYYCLOPS, LLC, with offices located at 5202 Sherrier Place, NW, Washington, D.C., USA, if the Software is purchased in the United States, Canada, Mexico, Central America, South America, or the Caribbean and when the Software is purchased by the U.S. Government, State or Local Government, Healthcare organization, or Educational institution within the United States. 
  1. “Software” means the SYYCLOPS software program in object code format (i) licensed from SYYCLOPS and purchased from SYYCLOPS or its Authorized Partners, or (ii) embedded in or pre-loaded on SYYCLOPS-branded hardware equipment purchased from SYYCLOPS or its Authorized Partners, in each case including Upgrades and Updates that are client installed during the applicable Support period. Software may also include additional features or functionality that can be accessed with either a current subscription or active support contract to certain Cloud Services as required by the specific offering and subject to the Cloud Terms of Service. 
  1. “Standard” means a technology specification created by a government sponsored group, an industry sponsored group, or any similar group or entity that creates technology specifications to be used by others. Examples of Standards include GSM, LTE, 5G, Wi-Fi, CDMA, MPEG, and HTML. Examples of groups that create Standards include IEEE, ITU, 3GPP, and ETSI. 
  1. “Subsidiary” means any entity controlled by client through greater than fifty per cent (50%) ownership of the voting securities. 
  1. “Support” or “Technical Support” means the support services offered by SYYCLOPS for the support and maintenance of the Software and the SYYCLOPS -branded hardware equipment as further specified in the SYYCLOPS service agreement. 
  1. “Updates” are related to content of the Software, including, without limitation, all DATs, signature sets, policy updates, and database updates for the Software, and that are made generally available to SYYCLOPS’s customer base as a part of purchased Support and which are not separately priced or marketed by SYYCLOPS. 
  1. “Upgrade” means any and all improvements in the Software that are made generally available to SYYCLOPS’s customer base as part of purchased Support and which are not separately priced or marketed by SYYCLOPS. 
  1. License Grant; Proprietary Rights 

Subject to the terms and conditions of this Agreement, SYYCLOPS hereby grants to you a non-exclusive, nontransferable right to use the Software (for the purpose of this Agreement, to use the Software includes to access the Software via our cloud based web-server) listed in the Grant Letter solely for your own internal business operations. You are not granted rights to Updates and Upgrades unless you have purchased Support (or a service subscription granting rights to Updates and Upgrades). 

This Agreement entitles you to install and use one copy of the Software Product. In addition, you may make one archival copy of the Software Product. The archival copy must be on a storage medium other than a hard drive, and may only be used for the reinstallation of the Software Product. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one computer at any given time, on a system that allows shared used of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. Multiple copy use or installation is only allowed if you obtain an appropriate licensing agreement for each user and each copy of the Software Product.  

The Software, including, without limitation, its object code and source code, whether or not provided to you, is strictly confidential to SYYCLOPS. SYYCLOPS (or its licensors) owns exclusively and reserves all – and you may not exercise any – right, title, and interest in and to the Software, including, without limitation, all intellectual property rights in and to the Software, except to the extent of the limited Software use license granted to you in this Agreement. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights to the Software are transferred to you pursuant to this Agreement. You acknowledge and agree that the Software and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Software, all future Updates and Upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Software, all derivative works based upon any of the foregoing, and all copies of the foregoing are trade secrets and proprietary property of SYYCLOPS, having great commercial value to SYYCLOPS. 

  1. Restrictions on Transfer  

Without first obtaining the express written consent of SYYCLOPS, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.  

  1. Restrictions on Use and Terms 
  1. Term: The license is effective for a limited period of time (“Term”) of one year.  
  1. Copies: You may not copy the Software for back-up, archival or disaster recovery purposes. Such services are supplied by SYYCLOPS or its partners.  
  1. Subsidiaries; Managing Parties: You may permit use of the Software in accordance with the terms of this Agreement by a Subsidiary only for so long as such entity remains your Subsidiary. You also may permit a third party with which you enter into a contract to manage your information technology resources (“Managing Party”), provided that (i) the Managing Party only uses the Software for your internal operations and not for the benefit of another third party or the Managing Party, (ii) the Managing Party agrees to comply with the terms and conditions of this Agreement and (iii) you provide SYYCLOPS with written notice that a Managing Party will be using the Software on your behalf. You shall be responsible and fully liable for each Subsidiary’s and Managing Party’s compliance with or breach of the terms of this Agreement. 

You may not use, copy, or install the Software Product on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license.  

  1. General Restrictions: You may not, and you may not cause or allow any third party to: (i) decompile, disassemble or reverse-engineer the Software; or create or recreate the source code for the Software; (ii) remove, erase, obscure, or tamper with any copyright or any other product identification or proprietary rights notices, seal, or instructional label printed or stamped on, affixed to, or encoded or recorded in or on any Software or Documentation; or fail to preserve all copyright and other proprietary notices in all copies of the Software and Documentation made by you; (iii) lease, lend or use the Software for timesharing or service bureau purposes; sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software except to the extent expressly permitted in this Agreement; or use the Software to provide, alone or in combination with any other product or service, any product or service to any person or entity, whether on a fee basis or otherwise; (iv) modify, adapt, tamper with, translate, or create derivative works of the Software or the Documentation; combine or merge any part of the Software or Documentation with or into any other software or documentation; or refer to or otherwise use the Software as part of any effort to develop software (including, without limitation, any routine, script, code, or program) having any functional attributes, visual expressions, or other features similar to those of the Software or to compete with SYYCLOPS; (v) except with SYYCLOPS’s prior written permission, publish any performance or benchmark tests or analysis relating to the Software; or (vi) attempt to do any of the foregoing. You may not run or operate the Software in a cloud, Internet-based computing, or similar on-demand computing environment unless you receive such notice from SYYCLOPS in writing.  
  1. Third Party Materials and Services 
  1. All ownership rights in third-party materials, such as software, that are provided directly or indirectly by third parties (collectively, “Third Party Materials”) are reserved and belong to such third parties. You understand and agree that using such Third Party Materials could also lead to subject to usage, license, and privacy policies of third parties. You acknowledge that these third parties may directly bring legal action against you to assert their rights. Syyclops is not responsible if you violate any contracts, laws, rules, policies, or procedures that apply to your use of any Third Party Materials or any applicable local, state, national, or international laws, treaties, and regulations. 
  1. You acknowledge that Third Party Software may be updated or withdrawn at any time by the individual content owners and that Syyclops is not liable for any Third Party Materials. Syyclops expressly disclaims any and all obligation to you or any third party linked thereto and you hereby assume all responsibility and risk of use of any Third Party Materials. For any reason, Syyclops is not required to inspect or scan third-party software, and it is not Syyclops’ responsibility to ensure that any third-party materials are accurate, comprehensive, suitable, or lawful. 
  1. Technical Support and Maintenance 

The SYYCLOPS Technical Support and Maintenance Terms and Conditions apply if you have purchased Support. After the support or service subscription period specified in section in this agreement directly addressing term has expired, you have no further rights to receive any Support including Upgrades, Updates and telephone support. You will secure any and all privacy-related rights and permissions from individual persons as may be required by regulation, statute, or other law or your internal policies or guidelines in order to disclose to SYYCLOPS, in connection with SYYCLOPS’s performance of Support or otherwise under this Agreement, applicable personally identifiable information, data, and material. 

In providing our services, we may direct you to provide your information to us through a separate web-based client portal in an effort to provide greater security with respect to the information. In the event we request that you provide your information to us through such a client portal, to the extent you fail to do so or, in using the client portal you fail to monitor and restrict access to only your authorized personnel (any such failure being referred to herein as a “Portal Failure”, we disclaim and you release us from, any and all liability for loss and damage, including direct, indirect, consequential, incidental, and special damages such as loss of revenue or anticipated profits, arising from any interception, unintentional disclosure, or communication or unauthorized use of such information incident to a Portal Failure. In addition, you agree not to provide access to the client portal for use by any third-party with whom you are affiliated by contract or otherwise without our express prior written consent, and you shall indemnify and hold us harmless from and against any and all claims by any such third-party for all damages whatsoever, including direct or indirect damages, consequential, exemplary, incidental, special or punitive damages including lost profits. 


SYYCLOPS reserves the right to modify the features and functionality of the Systems from time to time, whether for the purposes of fixing errors or otherwise (a “Modification”), and SYYCLOPS shall use reasonable efforts to provide advance notice to Customer prior to such Modification taking effect, provided that SYYCLOPS shall not modify the Systems in a manner which would have (in SYYCLOPS ‘s reasonable judgment) an adverse effect on Customer’s use of or ability to use the Hosted Services, without providing at least thirty (30) days prior written notice to Customer of any such Modification. Customer may not refuse any Modification to the Systems performed by SYYCLOPS, provided, however, that in the event such Modification could reasonably be expected to have a material adverse effect on Customer’s business or operations taken as a whole (a “Material Adverse Effect”), Customer may, within ten (10) days of such Modification taking effect, provide written notice to SYYCLOPS describing in reasonable detail the Material Adverse Effect caused by such Modification. SYYCLOPS shall then have ten (10) days from receipt of such notice to take any action SYYCLOPS deems reasonably necessary in respect of such Modification to eliminate or render immaterial such Material Adverse Effect, failing which Customer may terminate the relevant exhibit upon written notice to SYYCLOPS. Customer’s right of termination shall be Customer’s only remedy in connection with any Modification hereunder. These modifications shall not affect the client side without prior notification.  

  1. Limited Software Product Warranty  

Limited Warranty: SYYCLOPS warrants that, for a period of sixty (60) days from the purchase date (“Warranty Period”), the Software licensed hereunder will perform substantially in accordance with the Documentation (the “Limited Warranty”). 

  1. Disclaimer: except for the limited warranty set forth above, the software is provided “as is” and SYYCLOPS makes no representations or warranties, and SYYCLOPS disclaims all representations, warranties, and conditions, oral or written, express or implied, arising from course of dealing, course of performance, or usage in trade, or otherwise, including, without limitation, implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration. Without limiting the foregoing, SYYCLOPS makes no warranty, representation, or guarantee as to the software’s use or performance and does not warrant, represent, or guarantee that the operation of the software will be failsafe, uninterrupted, or free from errors or defects or that the software will protect against all possible threats. 
  1. High Risk Systems Terms: The software may fail and is not designed, developed, tested, or intended to be reliable in the context of high risk systems. Without limiting anything else, SYYCLOPS has no responsibility for, and you will indemnify and hold harmless SYYCLOPS from, all claims, suits, demands, and proceedings alleging, claiming, seeking, or asserting, any liability, loss, obligation, risk, cost, damage, award, penalty, settlement, judgment, fine, or expenses (including attorneys fees) arising from or in connection with your use of the software on or in a high risk system, including, without limitation, those that (i) could have been prevented by deployment of failsafe or fault-tolerant features to the high risk system, (ii) are based on a claim, allegation, or assertion that the functioning of the high risk system depends or depended on the functioning of the software or that the failure of the software caused a high risk system to fail. 
  1. Disclaimer of Warranties and Limitation of Liability  


SYYCLOPS makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. SYYCLOPS makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. You must determine whether the software product sufficiently meets your requirements for security and uninterruptability. You bear sole responsibility and all liability for any loss incurred due to failure of the software product to meet your requirements. SYYCLOPS will not, under any circumstances, be responsible or liable for the loss of data on any computer or information storage device. Under no circumstances shall SYYCLOPS, its directors, officers, employees or agents be liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary damages of any kind (including lost revenues or profits or loss of business) resulting from this agreement, or from the furnishing, performance, installation, or use of the software product, whether due to a breach of contract, breach of warranty, or the negligence of SYYCLOPS or any other party, even if SYYCLOPS is advised beforehand of the possibility of such damages. To the extent that the applicable jurisdiction limits SYYCLOPS’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.  

  1. Limitation of Remedies and Damages  

Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by SYYCLOPS to have been caused by you. All limited warranties on the Software Product are granted only to you and are nontransferable. You agree to indemnify and hold SYYCLOPS harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.  

Regardless of whether the claim for such damages is based in contract, tort and/or any other legal theory, in no event shall either party’s aggregate liability to the other party for direct damages under this agreement or in connection with its subject matter exceed the amount of total fees paid or payable by you for the software giving rise to such claim during the 12 months immediately preceding the event giving rise to such claim. 

No provision of this Agreement shall exclude or limit in any way (i) the liability of either party for death or personal injury caused by negligence or (ii) your liability for excess usage of and/or any breach of SYYCLOPS’s intellectual property rights in the Software. 

The limitation of liability in this section is based on the fact that end users use their Computers for different purposes. Therefore, only you can implement back-up plans and safeguards appropriate to your needs in the event that an error in the software causes computer problems and related data losses. For these business reasons, you agree to the limitations of liability in this section and acknowledge that without your agreement to this provision, the fee charged for the software would be higher. 

Except for actions for non-payment or breach of SYYCLOPS’s proprietary rights in the Software and Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after a party knew or should have known of the claim. 

Many of our clients choose to communicate with us by email, and we may use email in connection with this engagement unless you direct us otherwise. We will use reasonable precautions to protect your confidential information, but we have no obligation to employ any measures that you do not regularly employ in protecting your confidential information. As emails can be intercepted and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties to whom they are directed, we cannot guarantee or warrant that email from us will be properly delivered and read only by the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception or unintentional disclosure or communication of email transmissions, or for the unauthorized use or failed delivery of emails transmitted by us in connection with the performance of this engagement, or the disclosure or communication of confidential or proprietary information arising therefrom (hereinafter collectively referred to as “Email Interruption”). You agree that we shall have no liability for any loss or damage to any person or entity resulting from or related to any Email Interruption, including any consequential, incidental, direct, indirect, or special damages, such as loss of revenues or anticipated profits, and you hereby forever release us from any such liability and shall indemnify us from any claim related thereto. 

  1. Intellectual Property Indemnity 
  1. Exclusions: Notwithstanding anything else in this Agreement, SYYCLOPS has no obligation to indemnify or defend you for claims asserted, in whole or in part, against: (i) technology or designs that you gave to SYYCLOPS; (ii) modifications or programming to Software that were made by anyone other than SYYCLOPS; or (iii) the Software’s alleged implementation of some or all of a Standard. 

SYYCLOPS’s Consent: SYYCLOPS will not be responsible for any cost, expense, or compromise that you make or incur without SYYCLOPS’s prior written consent. 

  1. Governing Law, Jurisdiction and Costs  

This Agreement is governed by the laws of District of Columbia, without regard to District of Columbia’s conflict or choice of law provisions. Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of SYYCLOPS. SYYCLOPS reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If SYYCLOPS is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.  

  1. Severability  

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.Without prejudice to your payment obligations, you may terminate your license at any time by uninstalling the Software. 

SYYCLOPS may terminate your license in the event that you materially breach the terms of this Agreement and you fail to cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination, you shall promptly return or destroy all copies of the Software and Documentation. 

  1. Notice to U.S. Government End Users 

The Software and accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement. 

  1. Privacy and Collection of Personal or System Information 

The Software, Support, or service subscription may employ applications and tools to collect personally identifiable, sensitive or other information about you and users (e.g., including, without limitation, your and users’ name, address, e-mail address and payment details if required), their computers, files stored on their computers, or their computers’ interactions with other computers (e.g., including, without limitation, information regarding network, licenses used, hardware type, model, hard disk size, CPU type, disk type, RAM size, 32 or 64 bit architecture, operating system types, versions, locale, BIOS version, BIOS model, total scanners deployed, database size, system telemetry, device ID, IP address, location, content, processes and services information, frequency and details of update of SYYCLOPS components, information about third party products installed, extracts of logs created by SYYCLOPS, usage patterns of SYYCLOPS products and specific features, etc.) (collectively, “Data”). 

The collection of this Data may be necessary to provide you and users with the relevant Software, Support or service subscription functionalities as ordered (e.g., including, without limitation, detecting and reporting threats and vulnerabilities on your and users’ computer network), to enable SYYCLOPS to improve our Software, Support or service subscription (e.g., including, without limitation, content synchronization, device tracking, troubleshooting, etc.), and to further or improve overall security for you and users. You may be required to uninstall the Software or disable Support or its service subscription to stop further Data collection that supports these functions. 

  1. Governing Law 

All disputes arising out of or relating to this Agreement or its subject matter will be governed by the substantive laws of the District of Columbia. 

  1. Confidentiality 

Each party hereto acknowledges that by reason of its relationship with the other party hereunder, it may have access to confidential information and materials concerning the other party’s business, technology, and/or products that is confidential to the other party (“Confidential Information”). Each party’s Confidential Information is of substantial value to the party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement. Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential Information belonging to the disclosing party. When disclosed orally or visually, Confidential Information must be identified as confidential at the time of the disclosure, with subsequent confirmation in writing within fifteen (15) days after disclosure. Each party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither party may use the other party’s Confidential Information except to perform its duties or exercise its rights under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (i) already known to the receiving party at the time of access hereunder, (ii) becomes publicly available through no wrongful act of the receiving party, (iii) independently developed by the receiving party without benefit of the disclosing party’s Confidential Information, (iv) has been rightfully received from a third party not under obligation of confidentiality or (v) is required to be disclosed by law, provided the party compelled to disclose the Confidential Information provides the party owning the Confidential Information with prior written notice of disclosure adequate for the owning party to take reasonable action to prevent such disclosure, where reasonably possible. Unless otherwise agreed to by both parties, upon termination of this Agreement or an applicable Addendum, each party will return the other party’s Confidential Information. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Dennis Giuliani for Flint Hill School, and SYYCLOPS, effective as of the date first above written.   

Software as a Service Recipient: Software as a Service Provider: 
By: ____________________________
Printed Name: ____________________________
Date: ___________________________
By: __________________________ 
Printed Name: ____________________________
Date: ___________________________