License and Services Agreement

PLEASE READ THE FOLLOWING LICENSE AND SERVICES AGREEMENT (“AGREEMENT”) BETWEEN MIRAGE IDENTITY LLC (“MIRAGE”, “US”, “WE” OR “LICENSOR”) AND YOU (“YOU” OR “LICENSEE”) CAREFULLY BEFORE INSTALLING AND/OR USING OUR SOFTWARE AND PLATFORM (DEFINED BELOW).

BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING THE MIRAGEID ISOLATED BROWSING SOFTWARE (“SOFTWARE”) AND ONLINE PLATFORM (“PLATFORM”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, ARE ENTERING INTO THIS AGREEMENT WITH MIRAGE, AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. TO THE EXTENT THAT YOU AGREE TO THIS AGREEMENT BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. THE SOFTWARE AND PLATFORM ARE COLLECTIVELY REFERRED TO AS THE “MIRAGE PRODUCT.”

YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE MIRAGE PRODUCT TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE MIRAGE PRODUCT.

Ordering Document.

The Mirage Product is ordered via an online form, purchase order, proposal acceptance or other document that references Licensee’s purchase or renewal of a license to the Mirage Product, and includes details such as subscription term, pricing and scope (collectively, an “Ordering Document”). Ordering Documents may be directly between Mirage and Licensee or between a Mirage reseller or integrator and Licensee.
License to the Mirage Product.

Subject to the terms and conditions of this Agreement, the applicable Ordering Document, and Documentation (defined below), Mirage hereby grants Licensee a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) for Licensee’s internal business purposes to download, install and use the Software, and to access and use the Platform for the subscription term and within the scope set forth in an Ordering Document. The license scope may be defined by MirageIDs (i.e., unique user browser identities assigned by Mirage), volume, end points or other criteria defined by Mirage. If not renewed, at the end of the license term set forth in an Ordering Document, the license to the Mirage Product and this Agreement will automatically terminate.
Free Trial License.

You may be provided a free trial license to the Mirage Product. At the end of the trial period, unless you purchase a subscription to the Mirage Product, or Mirage agrees to extend the free trial license, this Agreement will automatically terminate.
License Restrictions.

Except as expressly permitted in this Agreement, Licensee agrees not to, and shall not permit or encourage any third party to: (i) sublicense, redistribute, sell, lease, lend or rent the Mirage Product or make available the Mirage Product to any third party, or otherwise use the Mirage Product to operate in, or as, a time-sharing, outsourcing, or service bureau environment, (ii) or install the Software on a device not owned by, and in the control and possession of Licensee; (iii) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Software; (iv) copy (except as necessary for the use of the Software or for back-up purposes), modify, improve, create derivative works of the Software or use the Mirage Product to develop any service or product that is the same as, or substantially similar to, the Mirage Product; (v) circumvent, disable or otherwise interfere with security-related features of the Mirage Product or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Mirage Product; (vi) disclose the results of any Mirage Product benchmark test without our express prior express written consent; (vii) use any automated means to access online portions of the Platform in a manner that will cause interference with the normal operation of the Platform; (viii) take any action that imposes or may impose a disproportionately large load (as Mirage may determine in its sole discretion) on Mirage’s infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Mirage Product; (x) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices, contained in or displayed on or via the Mirage Product; (xi) use the Mirage name, logo or trademarks or service marks without our prior written consent; and/or (xii) use the Mirage Product to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches this Agreement. Licensee acknowledges that Licensee’s full compliance with the above license restrictions is condition to the License granted to Licensee in this Agreement. You acknowledge that the foregoing License may be further subject to your compliance with additional use restrictions and/or limitations specified in an Ordering Document.
Documentation.

Mirage may make available Documentation (defined below) to Licensee for Licensee to use for Licensee’s internal business purposes and solely in connection with Licensee’s use of the Mirage Product during the term of this Agreement. Licensee may print or copy the Documentation as needed for its own internal business purposes provided that all copyright notices are included therein. The Documentation shall be considered the confidential information of Licensor. Unless the Documentation is separately referred to herein, all references in this Agreement to the Mirage Product shall include the Documentation. “Documentation” means Licensor’s standard user documentation (that Licensor generally makes available to its Mirage Product customers), in electronic form, that describes the use, features and operation of the Platform.
Account and License Key.

Certain elements of the Mirage Product (i.e., the Platform) are available or located on Mirage’s servers through the Internet. In order to use the Platform or certain Platform features Licensee may be required to create or use an account (an “Account”). To create an Account, Licensee must provide accurate and complete information for itself. Licensee is solely responsible for the activity that occurs in its Account, and Licensee must keep its Account password confidential. Licensee must notify Mirage immediately of any unauthorized use of Licensee’s Account.
Verification Features.

Licensee hereby acknowledges and agrees that the Mirage Product may contain a number of methods to verify and support Mirage Product use. These methods may include technological features that monitor Mirage Product use, prevent unauthorized use and provide Mirage Product deployment verification.
Intellectual Property Rights.
1. Ownership.
  
  The Mirage Product is licensed and not sold under this Agreement and Licensee acknowledges that Mirage and its licensors retain all title, ownership rights and Intellectual Property Rights (defined below) in and to the Mirage Product (including any and all improvements, corrections, modifications, alterations, revisions, extensions, updates, upgrades and/or enhancements to the Platform). Mirage reserves all rights not expressly granted herein to the Mirage Product. “Intellectual Property Rights” means any and all rights in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, whether foreign or domestic.
2. Feedback.
  
  You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Mirage Product provided by you to Mirage are non-confidential and Mirage (as well as any designee of Mirage) shall be entitled to the unrestricted use and dissemination of this information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Open Source Software.

Portions of the Software may include third party open source software that is subject to third party terms and conditions (“Third Party Terms”). A list of any third party open source software, applicable open source software, and related Third Party Terms is available in the Software notice.txt file, or as a menu item, and can also be found on our website at www.mirageid.com. The list may be updated by Mirage from time to time. If there is a conflict between any Third Party Terms and the terms of this Agreement, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this Agreement to the contrary, Mirage makes no warranty or indemnity hereunder with respect to any third party open source software.
Payments.

All fees specified in each applicable Ordering Document shall be due and payable as set forth in the Ordering Document. All fees shall be charged to the payment method stipulated in the Ordering Document. Mirage may charge your payment method automatically as payments become due without requiring prior authorization in each instance. Any payments charged on a credit basis will be due within ten (10) days of invoice. If a credit basis payment is received by Licensor after the due date then overdue amounts shall be subject to a late fee equal to one and one-half percent (1.5%) per month or, if less, the maximum amount allowed by applicable law. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of any applicable taxes, duties and similar governmental charges, and Licensee is responsible for payment of all such amounts, including sales tax, value added tax (VAT), withholding taxes, export, import and other duties imposed by any governmental agency in connection with this Agreement. If any such taxes are required to be withheld, Licensee shall pay an amount to Licensor such that the net amount payable to Licensor after withholding of taxes shall equal the amount that would have been otherwise payable under this Agreement. Licensee agrees to hold harmless Licensor from all claims and liability arising from Licensee’s failure to report or pay such taxes, duties or other governmental charges.
Accessing and Use of the Platform.

Except as explicitly set forth herein, Licensee is solely responsible for acquiring and maintaining all of the equipment, software, cloud resources, services and items necessary to access and make use of the Platform, including without limitation paying all charges, taxes, and other costs and fees related to internet access. Licensee may access the Platform only through the interfaces and protocols provided or authorized by Mirage and agrees to set up, maintain and use the Platform in strict compliance with Mirage’s instructions.
Confidential Information.

Licensee agrees to keep confidential and to use only for purposes of using the Mirage Product as permitted under this Agreement, any Mirage proprietary or confidential information disclosed to Licensee pursuant to this Agreement which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by Licensee prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that Licensee shall give written notice to Mirage of such disclosure and an opportunity, at Mirage’s expense, to resist or restrain the scope of such request). Upon any termination of this Agreement, Licensee shall return to Mirage confidential information, and all copies thereof, in Licensee’s possession, custody or control unless otherwise expressly provided in this Agreement. If Licensee breaches any of the terms of this Section, Licensee agrees that Mirage may suffer irreparable harm for which Mirage cannot be adequately compensated with money damages. Licensee therefore irrevocably consents to the grant of injunctive relief to Mirage to enforce these provisions and agrees that Mirage will not be required to post a bond related to the injunctive relief.
Anonymous Information.

Mirage may collect activity data, and use and publish Anonymous Information (defined below), and disclose it to its third party service providers, to provide, improve and publicize Mirage’s programs and services. “Anonymous Information” means information about use or operation of the Mirage Product, which does not enable identification of an individual, such as aggregated and analytics information about use of the Mirage Product. Mirage owns all Anonymous Information maintained by Mirage.
Warranty Disclaimers.
1. AS BETWEEN LICENSEE AND MIRAGE, THE MIRAGE PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
2. MIRAGE DOES NOT WARRANT THAT (i) THE MIRAGE PRODUCT WILL OPERATE ERROR-FREE, (ii) MIRAGE WILL CORRECT ANY ERRORS IN THE MIRAGE PRODUCT; OR (iii) THE MIRAGE PRODUCT WILL SUCCESSFULLY MASK OR ISOLATE AN ENTITY’S IDENTITY.
3. MIRAGE DOES NOT PROVIDE A WARRANTY AGAINST, AND LICENSEE AGREES THAT MIRAGE SHALL NOT BE HELD RESPONSIBLE FOR, ANY CONSEQUENCES TO LICENSEE OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS, ERRORS OR FAILURES OF THE MIRAGE PRODUCT TO OPERATE AS ANTICIPATED OR IN ACCORDANCE WITH THE DOCUMENTATION.
4. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
Limitation of Liability.
1. UNDER NO CIRCUMSTANCES SHALL MIRAGE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE MIRAGE PRODUCT.
2. IN ANY EVENT, MIRAGE’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM LICENSEE’S USE OF OR INABILITY TO USE THE MIRAGE PRODUCT, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY LICENSEE TO MIRAGE FOR USING THE MIRAGE PRODUCT WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
3. THE FOREGOING LIMITATIONS AND EXCLUSIONS IN THIS SECTION 15 SHALL APPLY: (i) EVEN IF MIRAGE HAS BEEN ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES; (ii) EVEN IF ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (iii) REGARDLESS OF THE BASIS OR THEORY OF LIABILITY.
Indemnity.

Licensee agrees to defend, indemnify and hold harmless Mirage and its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from Licensee’s violation of this Agreement. Without derogating from or excusing Licensee’s obligations under this Section 16, Mirage reserves the right (at Licensee’s own expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Licensee if Licensee chooses not to defend or settle it. Licensee agrees not to settle any matter subject to an indemnification by Licensee without first obtaining Mirage’s express approval.
Export Laws.

Licensee agrees to comply fully with all U.S. and all applicable export laws and regulations to ensure that neither the Mirage Product nor any technical data related thereto are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. For clarity, and without derogating from Section 19 (Term and Termination) below, in case of any change of any applicable law, policy or regulation, which might affect Mirage’s business, Mirage will have the right to terminate this Agreement and the license granted hereunder and the Licensee shall have no claims regarding such termination.
Updates and Upgrades.

Mirage may from time to time provide updates or upgrades to the Mirage Product (each a “Revision”), but is not under any obligation to do so. Such Revisions will be supplied according to Mirage’s then-current policies, which may include automatic updating or upgrading without any additional notice to Licensee. Licensee consents to any such automatic updating or upgrading of the Mirage Product. All references herein to the Mirage Product shall include Revisions. This Agreement shall govern any Revisions that replace or supplement the original Mirage Product, unless the Revision is accompanied by a separate license agreement which will govern the Revision.
Term and Termination.
1. Term.
  
  Unless terminated earlier in accordance with the terms of this Agreement, this Agreement and the License granted herein is effective for the duration of the term set forth in Ordering Document.
2. Termination.
  
  Mirage reserves the right, at any time, to: (i) discontinue or modify any aspect of the Mirage Product; and/or (ii) terminate this Agreement and Licensee’s access to, and use of, the Mirage Product, and shall not be liable to Licensee or any third party for any of the foregoing.
3. Effect of Termination.
  
  Upon termination of this Agreement, Licensee shall (i) cease all use of the Mirage Product; and (ii) delete and uninstall (as applicable) all copies of the Software or other digital materials provided by Mirage which are in Licensee’s possession or control.
4. Survival.
  
  Any provision of this Agreement which by its nature is intended to survive termination or expiration of this Agreement and any rights accrued by either Licensee or Mirage under this Agreement, shall survive termination of this Agreement.
5. Suspension.
  
  If Mirage reasonably believes that Licensee is using the Mirage Product in a manner that may cause harm to Mirage or any third party then Mirage may, without derogating from its right to terminate this Agreement for any breach hereof, suspend Licensee’s access to and use of the Mirage Product until such time as Mirage reasonably believes the threat of harm, or actual harm, has passed.
Assignment.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Licensee but may be assigned by Mirage without restriction or notification. Any assignment in breach of this Agreement shall be null and void.
Governing Law and Disputes.

This Agreement, and any disputes between Licensee and Mirage in connection with this Agreement or the Mirage Product shall be governed by and construed in accordance with the laws of the State of Maryland without regard to its conflict of laws rules. Licensee agrees to submit to the personal and exclusive jurisdiction of the courts located in Baltimore, County, Maryland, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, Mirage may seek injunctive relief or other relief necessary to prevent or restrain a breach of this Agreement in any jurisdiction.
General.

This Agreement, including the preamble to this Agreement, shall constitute the entire agreement between Licensee and Mirage concerning the Mirage Product. In the event of a conflict between this Agreement and any Ordering Document, the terms of this Agreement shall prevail with respect to the subject matter of such notice. Mirage hereby rejects any term, provision or condition in a Licensee purchase order or other communication which conflicts with, or purports to add to or modify this Agreement and any such term, provision or condition shall be deemed stricken and shall not be binding upon Mirage may modify this Agreement at any time upon written notice (email acceptable) to Licensee. Mirage shall not have any liability for any failure of Mirage or a Mirage Product to perform arising from a cause not under the reasonable control of Mirage. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, (i) the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect; and (ii) the invalid provision shall be substituted with a provision that most closely approximates the original legal and economic effect of the invalid provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. All section and sub-section headings used in this Agreement are for convenience only, and shall not be relied upon or used in interpreting this Agreement.
Agreement Changes.

Mirage may modify this Agreement from time to time. Changes to this Agreement will be sent to you via email and will be indicated by version date. You agree to be bound to any changes to this Agreement when you use the Mirage Product after any such modification becomes effective. It is therefore important that you keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will read the messages we send you to inform you of any changes.

LICENSEE EXPRESSLY ACKNOWLEDGES THAT LICENSEE HAS READ THE TERMS OF THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING “I AGREE”, “ACCEPT” OR SIMILAR BUTTON, AND/OR CONTINUING TO DOWNLOAD, INSTALL, ACCESS OR USE THE MIRAGE PRODUCT (AS APPLICABLE), LICENSEE EXPRESSLY CONSENTS TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

Version Date: [03/01/2019]