CERT Forensics Toolkit Use Agreement

1. Acceptance
By your access and use of the software covered by this agreement, you indicate your acceptance of the terms of this agreement. To be granted rights under this agreement, you (the person obtaining copies of this software) must have been explicitly been authorized to access the software. The agreement is between Carnegie Mellon University acting through its Software Engineering Institute (SEI), a Pennsylvania non-profit corporation, located at 5000 Forbes Avenue, Pittsburgh, Pennsylvania 15213 (the Licensor) and the individual(s) and/or organization(s) explicitly authorized to access copies. The SEI is a federally funded research and development center (FFRDC) established and operated by Carnegie Mellon University (CMU) and sponsored by the De­partment of Defense (DoD).

2. Background
WHEREAS, SEI has delivered to you, in confidence, certain computer programs and documentation, which may include any or all of the following: Aperio, CryptHunter, Live View LE, the CERT Forensics Appliance and other software as developed (collectively, the “CERT Forensics Toolkit”); WHEREAS, you desire to obtain possession and use of the CERT Forensics Toolkit for the sole purpose of cyber law enforcement and official governmental use; and WHEREAS, SEI agrees to permit the use of the CERT Forensics Toolkit only upon the terms and conditions set forth in this agreement as well as the terms of any License Agreement text files accompanying the CERT Forensics Toolkit, NOW, THEREFORE, in consideration of the premises, mutual covenants, and conditions contained herein, the parties agree as follows:

3. License Grant
Carnegie Mellon University retains exclusive ownership of any copy of the CERT Forensics Toolkit licensed under this Agreement and hereby grants to you, the Licensee, a non-exclusive, non-transferable license to use the software, without the right to sublicense as described in this Agreement. Licensee agrees to use its best efforts to protect the CERT Forensics Toolkit from unauthorized use, reproduction, distribution, or publication. As used in this Agreement, the term CERT Forensics Toolkit means all or any portion of the code (including but not limited to object code and source code) made accessible to Licensee pursuant to this Agreement. It also includes any and all documentation and instructions related to it that are provided or made available to Licensee.

4. Ownership
The CERT Forensics Toolkit, was developed at Carnegie Mellon’s CERT Coordination Center at the Software Engineering Institute and is protected by United States copyright laws and applicable international treaties and/or conventions and contains SEI know-how and trade secrets. Other than in the manner and for the purposes specified in this agreement, Licensee shall not in any way copy, reproduce, or transcribe the CERT Forensics Toolkit or any portion thereof. Licensee shall not remove any copyright or other proprietary notices from the CERT Forensics Toolkit. Licensee may make copies of the CERT Forensics Toolkit software for the sole purposes of supplying employees within the same department, whose official duties require the use of the tools, with copies of the tools, to be governed equally by this Agreement.

5. Confidentiality and Non-Disclosure
(a) Standard of Care.
Licensee shall hold the CERT Forensics Toolkit in strictest confidence and maintain the confidentiality thereof using at least as great a degree of care as Licensee uses to maintain the confidentiality of its own valuable proprietary and confidential information. Licensee will not disclose the CERT Forensics Toolkit to employees other than those whose official duties require the use of the tools, or to any third party without the prior written consent of the SEI. All obligations of confidentiality shall survive the termination of this Agreement.
(b) No Tampering.
Licensee shall safeguard any and all copies of the CERT Forensics Toolkit against unauthorized disclosure, shall not tamper with, bypass, or alter its security features or attempt to do so, and shall take all reasonable steps to ensure that the provisions of this Agreement are not violated by any person under Licensee's control or in Licensee's service. Licensee may not modify, adapt or create derivative works based upon any CERT Forensics Toolkit written materials without the written permission of the Licensor. Licensee may not sell, rent, lease, sublicense, lend, time-share or transfer, or provide third parties access to, any or all of the CERT Forensics Toolkit. Licensee is not granted any trademark license as part of this Agreement and may not use any names or trademarks of Carnegie Mellon, including without limitation the name or mark, “Aperio,” “CryptHunter,” “Live View,” “CERT Forensics Applicance,” “Carnegie Mellon,” “CERT,” “SEI,” or any renditions thereof without the prior written permission of Licensor.

6. Termination
(a) Termination.
At any time during the Term, SEI shall have the right to limit, terminate, revoke, or cancel Licensee's right to use the CERT Forensics Toolkit upon the breach of any term of this Agreement. Licensee acknowledges that the CERT Forensics Toolkit is a unique, confidential, and valuable asset of SEI, and that SEI shall have the right to seek all equitable and legal redress that may be available to it for the breach or threatened breach of this Agreement. Licensee agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by SEI in exercising any of its rights or remedies hereunder. This Agreement shall terminate immediately if (i) any provision, covenant, or obligation of this Agreement is breached as a result of any act or failure to act of Licensee; or (ii) Licensee ceases conducting business in the ordinary course; or (iii) an assignment is made of Licensee's business for the benefit of creditors; or (iv) a receiver, trustee in bankruptcy, or like official is appointed to take all or part of said Licensee's property.
(b) Return of Confidential Materials.
Upon termination of the Term, or upon earlier cancellation of this Agreement as provided herein, Licensee shall: (i) discontinue all use of the CERT Forensics Toolkit; (ii) deliver to SEI all the CERT Forensics Toolkit then in Licensee's possession or control, together with all copies thereof; (iii) erase or destroy any of the CERT Forensics Toolkit contained in the computer memory or data storage apparatus under the control of Licensee; (iv) remove the CERT Forensics Toolkit from any software in Licensee's possession or control that incorporates or uses the CERT Forensics Toolkit in whole or in part; and (v) warrant in writing to SEI within thirty (30) days after termination that all actions (i-iv) have been taken by Licensee.

7. DISCLAIMER OF WARRANTIES.
THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ANY WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR OF NON-INFRINGEMENT. LICENSEE BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE AND RELATED MATERIALS.

8. Non-Assignment
This Agreement may not be assigned or transferred without SEI's prior written consent. Licensee acknowledges that its rights under this License are personal. Licensee shall not sell, assign, lease, license, disclose, give, or otherwise transfer the CERT Forensics Toolkit or any copy thereof to any other person. Licensee shall not disclose the CERT Forensics Toolkit to any consultant retained by Licensee except upon the prior written consent of SEI.

9. EXCLUSIVE REMEDY AND LIMITATION OF LIABILITY
To the maximum extent permitted under applicable law, Licensor shall not be liable for direct, indirect, special, incidental, or consequential damages or lost profits related to Licensee's use of and/or inability to use the Software, even if Licensor is advised of the possibility of such damage. Licensee’s sole remedy under this Agreement is to cease using the Software.

10. FEEDBACK
It is anticipated that you will provide suggestions and/or feedback regarding the Software. You agree that Licensor may make use of any of your feedback and/or suggestions and that you are not entitled to any compensation related thereto.

11. SUPPORT AND MAINTENANCE
No Software support or training by the SEI is provided as part of this Agreement.

12. EXPORT REGULATION
Licensee agrees to comply with any and all applicable U.S. export control laws, regulations, and/or other laws related to embargoes and sanction programs administered by the Office of Foreign Assets Control.

13. SEVERABILITY
If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. NO IMPLIED WAIVERS
No failure or delay by Licensor in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by Licensor.

15. General Terms
(a) Entire Agreement.
This License and other License Documents that accompany the governed software state the entire agreement between the parties and supersede all proposals, oral or written, and all other communications between the parties relating to this agreement. No amendment or modification of this Agreement shall be made except by an instrument in writing signed by SEI and Licensee.
(b) Governing Law.
This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. Any dispute or claim arising out of or relating to the Agreement will be settled by arbitration in Pittsburgh, Pennsylvania in accordance with the rules of the American Arbitration Association and judgment upon award rendered by the arbitrator(s) may be entered in any court having jurisdiction.
(c) Notices.
All notices or other communications hereunder shall be in writing, sent by the fastest possible means, provided that recipient receives hard copies forthwith. Notices shall be deemed given when delivered to the addresses specified above or such other address as may be specified in a written notice delivered in accordance with this section.