This End-User License Agreement (EULA) is a legal agreement between EC-Council International Limited (Licensor) and you (Licensee) for access and use of OhPhish Phishing Simulation, OhPhish Reporter, OhPhish Quizzer Mobile Applications and OhPhish Learning Management software (together referred to as "Software as a Service") subject to the terms and conditions of this EULA.
1. Grant of License by Licensor:
(a) Subject to the terms and conditions of this EULA and/or payment of applicable license and/or subscription fees, Licensor hereby grants to Licensee a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Software as a Service only for internal business use and not for resale, unless Licensee is a legal and authorized reseller of Licensor, pursuant to a contract executed by both parties stating Licensee is an authorized reseller.
(b) The Software as a Service is licensed to you and not sold. Additional restrictions and/or terms on use of the Software as a Service may be specified in the applicable Order Form and the Licensee agrees to be bound by such additional restrictions and/or terms.
(c) Licensee may use the Software as a Service solely to train no more than the number of Licensee's employees specified in the applicable Order Form.
(d) Access will be provided only to employees of Licensee and independent contractors acting as authorized agents of Licensee accessing the Software as a Service from the domains listed in the applicable Order Form. This EULA does not authorize the Licensee in any way to use and access the Software as a Service as a platform to launch or use it for the activities including but not limited to, fake cyber security attack campaigns, attack the system and/or abuse any person or entity and/or commit any fraudulent activities such as email fraud, spam mail fraud, access device fraud, identify theft, bank fraud, wire fraud, computer fraud and abuse, privacy protection, email fraud, spam etc. and/or infringe any third-party's intellectual property rights and/or launching or otherwise.
(e) Subject to the terms and conditions of this EULA and/or payment of applicable license and/or subscription fees, Licensor grants a limited, revocable, non-exclusive, non-transferable license to use the Security Awareness Materials ("Security Awareness Materials") and Security Awareness Campaigns ("Security Awareness Campaigns") for Licensee's own internal business use provided each user is an authorized managed end user in the Licensee's organization. Security Awareness Training Materials will be provided under license in digital format only. Printing where allowed, and other costs are the responsibility of Licensee. Any attempt to sell, transfer, create derivative works from, broadcast or post on any external network or media is prohibited. Licensee is not permitted to broadcast or post the Security Awareness Materials and/or Security Awareness Campaigns on or through Licensee's internal communications channels unless written permission is obtained from the Licensor.
2. Grant of License to Licensee for Trial Purpose:
(a) Subject to the terms and conditions of this EULA and/or payment of applicable license and/or subscription fees (if applicable), Licensor may grant to Licensee a revocable, non-exclusive, non-transferable license to access and use Software as a Service only for internal trial purpose for a period not exceeding fifteen (15) days. The period of fifteen (15) days free trial may be extended only upon special request by Licensee, in writing, and accepted by Licensor in writing. The Software as a Service during the free trial period also is only licensed to you and not sold. In addition to any other license restrictions under this EULA, the Licensee shall not generate more than five (5) active campaigns and each campaign shall be routed to not more than ten (10) targets. This provision is applicable only if the Licensee expresses desire to use and access the Software as a Service for trial purpose.
(b) Subject to the terms and conditions of this EULA and/or payment of applicable license and/or subscription fees (if applicable), Licensor may grant a limited, revocable, non-exclusive, non-transferable license to use the Security Awareness Materials ("Security Awareness Materials") and Security Awareness Campaigns ("Security Awareness Campaigns") for Licensee's own internal trial purpose connected with the foregoing trial method.
(c) Licensee takes sole responsibility for running such trial and shall not run any campaign on any person or entity in violation of applicable data protection laws and/or any applicable laws.
3. Grant of License by Licensee, Licensee's covenants and responsibilities:
(a) Licensee covenants that it will comply with its use of the Software as a Service, including but not limited to all applicable laws pertaining to mail fraud, access device fraud, identify theft, bank fraud, wire fraud, computer fraud and abuse, privacy protection, email fraud, spam, and the protection of trademarks and copyrights.
(b) "Licensee Content" shall mean information and materials provided by Licensee and/or employees or agents, regardless of form, including (without limitation) its trademarks, trade names, service marks, logos and designs, e-mail addresses of Licensee and/or its employees or agents, and images, graphics, and text, in connection with the use of the Software as a Service.
(c) Licensee shall be solely responsible for the accuracy of all Licensee Content hosted on the platform and for obtaining all required rights and licenses to use and display all License Content in connection with Licensee's use of the Software as a Service. Licensee must include clear verbiage assuming the responsibility regarding the accuracy of the Licensee Content generated through Software as a Service which is hosted on the platform.
(d) Licensee grants limited, non-exclusive and non-transferable right to use the Licensee Content solely for the purpose of providing the Software as a Service. When accessing and using the Software as a Service, Licensee shall not include Licensee Content that is obscene, offensive, inappropriate, libellous, tortious, defamatory, threatening, abusive, objectionable, hateful or that violates any applicable law or regulation, contract, or privacy or other third party right, or that otherwise exposes Licensor to civil or criminal liability. The Licensee shall be responsible and liable towards the Licensor and defend, hold harmless and indemnify Licensor against any claims and liabilities brought against the Licensor due to the License Content hosted on the platform.
(e) Licensee acknowledges that the Software is designed to assist Licensee in developing customized, controlled cyber security attack campaigns for purposes of training to its employees, but that Licensee, and not Licensor or any Licensor's Distributor, shall be solely responsible for compliance with all laws and governmental regulations, and any results in connection with its use of the Software as a Software (including any reports or information produced in connection therewith).
(f) Licensee shall keep the credentials (e.g. usernames and passwords) of each user provided by Licensor and/or its Distributor in connection with the use of the Software as a Service confidential and not disclose any such credentials to any third party. Each user credential shall be unique and allows only one user to access the Software as a Service. The Licensee shall not share the user credentials of one user at any cost with any other user and/or with any third party. In addition, Licensee shall notify Licensor immediately upon the disclosure of any such credentials, and upon any termination of the engagement of any employees or agents of Licensee with knowledge of any such credentials, so that such credentials can be changed. Licensee shall defend, indemnify and hold harmless the Licensor against any claims, damages and losses incurred by Licensor due to unauthorised use, access and sharing of the credentials by the Licensee. Licensor is not responsible for (i) Licensee's access to the Internet, (ii) interception or interruptions of communications through the Internet, or (iii) changes or losses of data through the Internet.
4. Security Awareness Campaigns: Licensor does not have any responsibility to determine if any suspect email received by any user is a phishing attack of any form. Licensor's sole and exclusive obligation shall be to use reasonable commercial efforts to forward any suspect email/SMS/call received by Licensor using designated Software as a Service to the address / phone number/email ID designated by Licensee. Licensor shall not be responsible to verify the accuracy of such email Id and phone number disclosed by the Licensee. Further, Licensor is not responsible for any damage to the Licensee's network or loss of data as a result of the suspect email. Licensee has the sole and exclusive obligation to evaluate any suspect email and take any and all actions Licensee determines are appropriate as a result of such suspect email. Licensee shall indemnify, defend, and hold Licensor harmless in the event of any breach or threatened breach of this provision.
5. Description of Limitations: Licensee shall not and shall not allow any third party to (i) reverse engineer, modify, decompile, or disassemble, modify, adapt, translate, copy or otherwise use the Software as a Service either whole or in part and/or any associated documentation; (ii) remove or modify any proprietary marking or restrictive legends in the Software as a Service and/or its associated documentation; (iii) access the Software as a Service or use the documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes; (iv) launch fake cyber security attack campaigns, attack the system and/or abuse any person or entity and/or commit any fraudulent activities such as email fraud, spam mail fraud, access device fraud, identify theft, bank fraud, wire fraud, computer fraud and abuse, privacy protection, email fraud, spam etc. and/or infringe any third-party's intellectual property rights and/or launching. The Licensor reserves the right to terminate the use and access of such service without notice in the event of breach or threatened breach of this provision. The Licensor reserves all right not expressly provided by the Licensor in the Agreement.
6. Title to Software as a Service: Licensor and/or its licensor owns the Software as a Service and its associated documentation, including but not limited to Security Awareness Material, website, and its design, text, content, files, selection and arrangement of elements, organization, graphics, compilation, translations, digital conversion and other matters related to, and all trademarks, logos, service marks, symbols, trade dress and all materials provided on or through, this Software as a Service and website are protected by all applicable copyright laws, trademark laws and/or international conventions and treaties. The Software as a Service may contain Open Source Software, the usage of which is governed by the applicable open source license. Anything not expressly granted herein is reserved by the Licensor and/or its licensor.
Except as expressly provided herein, nothing contained in this EULA shall be construed as conferring by implication, estoppel or otherwise any license, interest or right in or to the Software as a Service or Security Awareness Material under any copyright, trademark, or proprietary rights of Licensor or of any third party. Further, except as otherwise provided herein, the Software as a Service and/or Security Awareness Material (in whole or portions thereof) may not be used, copied, reproduced, distributed or redistributed, published or republished, downloaded, modified, displayed, posted, broadcasted, imitated, adapted, translated, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, or sold, offered for sale, licensed or sublicensed, reverse engineered, disassembled, decompiled or incorporated into compilations or used in the creation of derivative works, without Licensor's express prior written permission or that of the respective third-party owner.
7. Confidentiality:
(a) Licensee acknowledges that the Software as a Service, related documentation, and other confidential information that may be provided by Licensor or its authorized representative or Distributor (collectively "Confidential Information") is confidential information of Licensor. Licensee agrees not to disclose the Confidential Information to third parties or use the Confidential Information other than in connection with its License rights under this EULA. Licensee will use at least the same security measures as Licensee uses to protect its own confidential and trade secret information but no less than reasonable measures to protect the Confidential Information. Confidential Information shall not include information: (i) already in Licensee's possession at the time of disclosure, (ii) that is or later becomes part of the public domain through no fault of Licensee, or (iii) is required to be disclosed pursuant to law or court order provided that Licensee shall notify Licensor prior to such required disclosure and assist Licensor in preventing or limiting such required disclosure.
(b) Licensee agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in this EULA shall cause Licensor irreparable harm and Licensor may obtain injunctive relief as well as seek all other remedies available to Licensor in law and in equity in the event of breach or threatened breach of such provisions.
(c) Licensee acknowledges that Licensor may aggregate data from Licensee for analysis and reporting, provided that none of the individual data is able to be identified as received from Licensee or any of its employees or independent contractors.
8. Support: Subject to payment of license and/or subscription fees and fulfilling terms of this EULA, Support shall be provided to Licensee in accordance with the description herein:
Support Description: There are three levels of Support: Severity 1, Severity 2 and Severity 3. Every level of OhPhish Support provides telephone support and email. Support cases are handled based on case priority levels as described below:
| Severity | SLA for first response (working hours) | SLA for complete resolution (working hours) |
|---|---|---|
| Severity 1 - Complete OhPhish Solution not accessible / working | 12 hrs | 24 hrs |
| Severity 2 - Solution accessible, but certain features not accessible / working | 24 hrs | 48 hrs |
| Severity 3 - Minor bugs / issues | 48 hrs | 120 hrs |
Notwithstanding the foregoing, the first line support shall be provided by the authorized distributor and/or representative of the Licensor.
Support is delivered only in English unless agreed otherwise via writing.
Support in case of on-prem and hybrid provided by Licensor shall be remote – email, telephonic, remote access to server.
Notwithstanding the foregoing, Licensor will have no obligation of any kind to provide Support for issues caused by or arising out of any of the following (each, a "End-User Generated Error"): (i) modifications to the Software as a Service not made by Licensor; (ii) use of the Software as a Service other than as authorized in the EULA or as provided in the Documentation; (iii) damage to the machine on which the Software as a Service is installed; (iv) Licensee's continued failure to use the Software as a Service without reference to the Documentation; (v) versions of the Software as a Service other than the most recent version; (vi) Third-Party products not expressly supported by Licensor and described in the Documentation; or (vii) conflicts related to replacing or installing hardware, drivers, and software that are not expressly supported by Licensor and described in the Documentation.
9. Duration: This EULA is effective as long as the Licensee have been granted the right to continue to use the Software as a Service based on the applicable license term specified in the applicable Order Form and/or from the date of acceptance by the Licensee until:
(a) Automatically terminated or suspended if Licensee fails to comply with any terms of this EULA; or
(b) If we suspect anything untoward, we may terminate or suspend your access with or without cause and not otherwise.
In the event, the EULA is terminated, the Licensee must cease use of the Software as a Service and destroy all copies of the Software as a Service.
10. Payment: Licensee must pay all undisputed fees within 30 days of the date of an invoice. Licensee is responsible for the payment of all applicable sales, use, withholding, VAT and other similar taxes.
11. Warranty:
(a) Licensor warrants to Licensee that the Software as a Service shall be provided in a professional and workmanlike manner. Notwithstanding the foregoing the warranties provided herein shall not apply for free trial period or the services provided for free. The Licensee assumes sole risk in accessing and using the software as a service during the trial period.
(b) EXCEPT THE EXPRESS WARRANTY AS PROVIDED HEREIN, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND CONCERNING THE SOFTWARE AS A SERVICE OR THEIR USE, ACCURACY AND FUNCTION. THE LICENSOR SHALL NOT BE LIABLE IN ANY MANNER FOR ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND WHETHER EXPRESS OR IMPLIED OR COLLATERAL OR WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE AS A SERVICE WILL BE ERROR-FREE.
12. Remedy: In the event of any breach of the warranties set forth above, Licensee shall notify Licensor, and Licensor shall, at Licensor's option either promptly repair or replace the relevant functionality or features of the Service giving rise to the substantial non-conformity or re-perform the Services at no additional cost to Licensee. Such repair, replacement or re-performance shall be the sole and exclusive remedy of the Licensee for any breach of the warranty.
13. Licensor Indemnity: Licensor shall indemnify and hold Licensee harmless against any and all losses, damages, claims, or liabilities to the extent that they are based upon a third-party claim that Licensee's use of the Service in accordance with the terms of this EULA, provided by Licensor hereunder, infringes a valid copyright. Licensor's obligations under this Section are also contingent upon (i) Licensee providing Licensor with prompt written notice of such claim; (ii) Licensee providing reasonable cooperation to Licensor in Licensor's defense of any such claim; and (iii) Licensee granting to Licensor sole authority and control over the defense and settlement of such claim. If the Software as a Service hereunder becomes, or in Licensor's opinion is likely to become, the subject of a claim of infringement, Licensor may, at its option: (i) procure for Licensee the right to continue to use the Software as a Service; (ii) replace or modify the Software as a Service to make it non-infringing; or (iii) terminate this EULA and refund the fees paid for such Software as a Service for the then-current license term. Licensor will have no liability for any claim based on: (w) any modification of the Software as a Service except with respect to modifications performed by Licensor; (x) any use of the Software as a Service other than as expressly permitted under this EULA; or (y) any use or combination of the Software as a Service with any third-party products. This Section sets forth Licensor's complete liability, and Licensee's sole remedy, with respect to claims relating to infringement of intellectual property rights.
14. Licensee Indemnification: Licensee shall indemnify and hold licensor as well as its subsidiaries, officers, directors, agents, representatives, employees and third-party licensors harmless from any and all claims, liabilities, losses, expenses or demands, including reasonable legal fees, based on, arising from, or otherwise related to (a) Licensee's breach or violation of any of the provisions of this EULA; (b) Licensee's access or use of the Software as a Service, including but not limited to the hosted platform, any of the information, materials, or any other services made available on or through the Software as a Service, in violation of the EULA; (c) any infringement or misappropriation by Licensee of any intellectual property or other rights of Licensor or any third party; (d) any threat, attack or abuse of the Software as a Service due to unauthorized use of the Software as a Service; or (e) any negligence or willful misconduct by Licensee.
15. Limitation of Liability: Licensor shall not be liable to Licensee, or any other person or entity claiming through Licensee any loss of profit, income, savings, or any other consequential, incidental, special, punitive, direct and indirect damage, whether arising in contract, tort, warranty, or otherwise. These limitations will apply regardless of the essential purpose of any limited remedy. Under no circumstances shall Licensor's aggregate liability to Licensee, or any person or entity claiming through Licensee, exceed the financial amount actually paid by Licensee to Licensor for the Software as a Service in a period of twelve (12) months prior to the event giving rise to such claim for damage.
16. Export Laws: Licensee shall not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Licensor's Software was obtained. In particular, but without limitation, the Licensor's Software shall not be exported or re-exported (a) into (or to a national or resident of) 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 Licensor's Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
17. Data Security by Licensee: The Licensee is solely responsible for ensuring that the Licensee Content generated via Software as a Service is appropriate for Licensee's intended use and Licensee is solely responsible to maintain the security of Licensee Content. Licensee is responsible for taking and maintaining appropriate steps to maintain the confidentiality, integrity, and security of the Licensee Content. Those steps include (without limitation) (i) controlling the access that Licensee provides to its users, (ii) configuring the service appropriately; (iii) ensuring the security of the Licensee Content while transferring the Licensee Content to any other medium (electronic or manual); (iv) using encryption technology wherever required to protect the Licensee Content; (v) backing up and/or archiving the Licensee Content in a secured environment to prevent any possible data loss due to technology failure or inactivation of the user account. The Licensee shall be solely responsible and liable towards any claims brought against the Licensor for the act or omission of the Licensee regarding the security of the Licensee Content. The Licensor may retain Licensee Content in whole or in portion for specific duration in accordance with its internal data retention policy.
18. Data Security by Licensor: If and to the extent the EU Directive 95/46/EC or the EU General Data Protection Regulation (EU) 2016/679 (together with any transposing, implementing, or supplemental legislation "GDPR") and/or any other applicable data protection and privacy laws apply to the processing of Personal Data (as defined in the GDPR or in the relevant legislation) (a) Licensor will process Personal Data only in accordance with Licensee's instructions; (b) Licensor will process Personal Data only on Licensee's written documented instructions, including with regard to transfers of Personal Data to any third party or any other country from the originating country; (c) Licensor will maintain and implement technical and organizational measures appropriate (having regard to the state of technological development and cost of implementation) to the risk of, and to seek to protect Licensee's Personal Data against any Security Incident; (d) Licensor shall not transfer Licensee's Personal Data without Licensee's express written consent. In the event, the Licensor becomes aware of a confirmed Security Incident, inform Licensee without undue delay, and provide reasonable information (to the extent such information is known or available to the Licensor) and cooperation to Licensee so that Licensee can fulfil any data breach reporting obligations it may have under applicable data protection laws. The Licensor further take such any reasonably necessary measures and actions to remedy or mitigate the effects of such Security Incident. "Security Incident" means a breach of Licensor's and/or Licensee's security measures leading to (i) accidental or unlawful destruction of personal data or (ii) loss, alteration, unauthorised disclosure of, or access to personal data.
19. Privacy Policy: Please refer to Licensor's Privacy Policy located online at https://aware.eccouncil.org/privacy.html how Licensor uses, transfers and shares information collected by or provided to it.
20. Permission to use Trademark and/or Logo: Licensee grants permission to Licensor to use Licensee's trademark and/or logo on the Licensor's website, or any other marketing material when referring to Licensee. Licensee will retain all title and rights to such trademarks and/or logos. Further, Licensor may customize the phishing simulation by including Licensee's trademark and/or logo in which case the Licensee agrees not to bring any trademark infringement and/or trademark dilution claim against the Licensor.
21. Licensee's Operational Obligations: Licensee shall, and shall procure that its Authorized Users shall (as applicable) (for the purposes of this EULA, "Authorized Users" means the employees of Licensee and the independent contractors acting as authorized agents of Licensee who are permitted to access the Software as a Service under Section 1(d)):
(a) provide, in a timely manner, all data, information and materials reasonably required by Licensor to enable the provision of the Software as a Service, and ensure that Licensee has all rights and lawful bases necessary to supply such data. Licensor shall not be liable for any delay or failure in the provision of the Software as a Service to the extent caused by a failure to comply with this Section 21(a);
(b) ensure the accuracy and completeness of all data supplied to Licensor and be solely responsible for the results obtained from its or any Authorized User's use of the Software as a Service and for any decision taken, or omitted, in reliance on them;
(c) maintain a backup procedure for the reconstruction of lost data;
(d) liaise with Licensor through a coordinator ("Coordinator") that Licensee will identify, on matters related to the Software as a Service;
(e) authorize the Coordinator to make operational decisions on behalf of Licensee in relation to the implementation and day-to-day operation of the Software as a Service, provided that the Coordinator shall have no authority to amend this EULA, or waive any right of either party, each of which shall require agreement in accordance with Section 27 (Entire Agreement);
(f) comply with Licensor's security and operating procedures (as may be revised or amended by Licensor from time to time, subject to reasonable notice to Licensee) when accessing the Software as a Service or any Licensor systems;
(g) control, and be responsible for, the use of all account information, user identifiers, passwords and access credentials related to the Software as a Service and, where required, when interfacing with Licensor installed systems, and notify Licensor promptly on becoming aware of any actual or suspected unauthorized use or compromise. This Section 21(g) is in addition to, and does not limit, Section 3(f);
(h) restrict its Authorized Users, employees and agents from interfering with, and from any unauthorized use of, software and equipment which is owned by Licensor, in Licensor's possession, or under Licensor's control;
(i) provide remote access and reasonable physical access (as required for delivery of the Software as a Service) to Licensee's premises or such other premises at all times and places as reasonably required by Licensor to perform the Software as a Service;
(j) provide all compatible telephone, computer, hardware and software equipment and services necessary to access the Software as a Service, or the product created from the Software as a Service as the case may be; and
(k) be liable and responsible for all acts and omissions of its Authorized Users, employees, agents and any other person to whom Licensee permits access to the Software as a Service, as if they were the acts and omissions of Licensee.
22. Simulation Domains and Infrastructure: For the purposes of this Section 22 and Section 23, "Simulation Domain" means any domain name, sub-domain or host name used to originate, host, redirect or otherwise support any simulation, landing page, reporting function or awareness content delivered through the Software as a Service, and "Authorized Scope" means the domains, systems, e-mail addresses, recipients and Recipient Numbers identified in the applicable Order Form or in the written authorization given by Licensee to Licensor in respect of the relevant campaign.
(a) Licensor shall have no obligation to procure, register, renew, host, configure or maintain any Simulation Domain. Licensee shall obtain and maintain, at its own cost and in its own name as registrant of record, every Simulation Domain required for its use of the Software as a Service, and shall ensure that each such domain remains validly registered and configured throughout the applicable license term.
(b) Licensee shall be responsible for all DNS, mail-flow and security configuration necessary for the Software as a Service to operate with its Simulation Domains, including the SPF, DKIM, DMARC and CNAME records notified by Licensor from time to time, and for any allow-listing required within Licensee's own, or its service providers', mail, web, gateway and security systems.
(c) Licensee represents and warrants that, in respect of each Simulation Domain, it has all rights necessary to register and use it, and that its registration and use does not infringe the intellectual property rights of, or constitute passing off or misrepresentation in respect of, any third party. No Simulation Domain shall incorporate or imitate the trademarks, service marks, logos, name or other marks of Licensor or of any member of the EC-Council Group, without Licensor's prior written consent.
(d) Each Simulation Domain must fall within the Authorized Scope for the relevant campaign, and the written authorization given by Licensee shall expressly identify each Simulation Domain.
(e) Licensor shall have no liability for any failure, delay, non-delivery, blocking, filtering, suspension, seizure, blocklisting or reputational impairment arising from or affecting a Simulation Domain, including any expiry, non-renewal, misconfiguration, or action taken by a registrar, registry, hosting provider, mail provider or security vendor. Any resulting period of unavailability shall be excluded from the Support commitments in Section 8 and shall not constitute a breach of the warranty in Section 11.
(f) On expiry or termination of the license granted under this EULA, Licensee shall promptly remove all references, redirects and DNS records pointing to Licensor's systems, and shall either retain the Simulation Domain or retire it in a manner which does not leave it available for registration by a third party in circumstances where it could be used to impersonate Licensee. Licensor may cease to accept traffic from any Simulation Domain after that date.
(g) Where Licensee requests that Licensor or its Distributor procure or administer a Simulation Domain on Licensee's behalf, that shall be the subject of separate written agreement, shall be undertaken as agent for and at the cost of Licensee, and Licensee shall remain the registrant of record.
23. Telephony Simulations and Do-Not-Call Requirements: For the purposes of this EULA, "Telephony Simulation" means any simulated voice call, SMS, MMS or other message dispatched to a telephone number through the Software as a Service, and "Recipient Number" means each telephone number to which a Telephony Simulation is directed.
(a) Licensee shall ensure that, before any Telephony Simulation is dispatched, Licensee (i) has provided each Recipient Number and is entitled to direct a Telephony Simulation to it; (ii) has given all notices and obtained all consents, authorizations or other lawful bases required in respect of the personnel to whom those numbers belong or are issued; (iii) has screened each Recipient Number against every applicable do-not-call, do-not-disturb or equivalent register, or has satisfied itself as to the exemption or lawful basis on which screening is not required; and (iv) has obtained and maintains every registration required in respect of the sender identifiers, headers, templates or caller line identification used.
(b) Each Recipient Number shall form part of the Authorized Scope and be identified in the written authorization given by Licensee under Section 22. Licensee shall ensure that no Telephony Simulation is dispatched to any number outside the Authorized Scope, that no sender identifier, header or caller line identification belonging to a third party is used without that third party's written consent, and that no Telephony Simulation contains marketing, promotional or other commercial content.
(c) Licensor does not screen Recipient Numbers against any do-not-call, do-not-disturb or equivalent register, does not register or verify any sender identifier, header, template or caller line identification, and gives no advice or assurance as to the characterization of any Telephony Simulation under any telecommunications, unsolicited messages or direct marketing law. Each party remains responsible for its own regulatory obligations, and Licensee acknowledges that it is responsible for compliance with any obligation arising under its own telecommunications licenses or authorizations.
(d) Licensor shall have no liability for any filtering, labeling, blocking, throttling, non-delivery or delayed delivery of a Telephony Simulation by any telecommunications operator, aggregator, messaging platform or device, and any resulting period shall be excluded from the Support commitments in Section 8 and shall not constitute a breach of the warranty in Section 11.
24. Feature Availability and Capability Confirmation:
(a) Licensee acknowledges that the features, services, simulations and deliverables available through the Software as a Service, and the manner of their delivery, may vary by jurisdiction and are subject to technical and regulatory constraints. Prior to relying upon, committing to, procuring on behalf of, or making any representation or promise to any affiliate, group entity, Authorized User or third party in respect of any feature, service, simulation or deliverable, Licensee shall (i) independently verify and confirm with Licensor that such feature, service, simulation or deliverable is technically available and deliverable in the applicable jurisdiction; and (ii) obtain Licensor's written confirmation of such capability before making any such commitment or collecting, charging or recharging any fees or charges in relation to it.
(b) Licensee shall not represent, advertise or otherwise hold out any feature, service, simulation or deliverable as being available or deliverable without Licensor's prior written confirmation.
(c) Licensee shall bear sole liability for any commitment, representation or promise made in breach of this Section 24, including for the refund of any fees or charges collected, charged or recharged in respect of any feature, service, simulation or deliverable which Licensor has not confirmed in writing or is unable to deliver, and for any damages arising therefrom. Licensor shall bear no liability whatsoever in such circumstances, and Licensee shall indemnify, defend and hold Licensor harmless from any claim brought by any affiliate, group entity, Authorized User or third party arising from such commitment, in accordance with Section 14.
(d) Nothing in this Section 24 authorizes Licensee to resell, sublicense or otherwise make the Software as a Service available to any third party, which remains prohibited under Section 1(a) unless Licensee is an authorized reseller of Licensor pursuant to a separate written agreement executed by both parties.
25. Governing Law: This EULA shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by the laws of Singapore, without reference to principles of conflict of laws thereof. Judicial proceedings regarding any matter arising under the terms of this EULA shall be brought solely in the courts of Singapore.
26. Assignment: The Licensee shall not transfer its right to access and use the Software as a Service to any third party.
27. Publicity: Licensor may refer to Licensee as one of its customers on Licensor's website and in other marketing material, including a possible joint press release.
28. Entire Agreement: This License constitutes the entire agreement between the parties with respect to the use of the Licensor's Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor. The parties hereto confirm that they have requested that this License and all related documents be drafted in English. The Licensee may at any time modify, update the terms and conditions of this EULA, the most latest version shall be updated on the website. By continuing the use of the Software as a Service, the Licensee agrees to the modified term and conditions of this EULA.