Talon Authorized User Terms of Use
These Software Terms of Use (“Terms of Use”) govern your use of Talon (the “Software”), including all user manuals, technical manuals, and any other materials provided by RavenTek, in printed, electronic, or other form, that describe Talon or its use or specifications (the “Documentation”) provided to you (“you” or “your”) for use pursuant to and subject to a software license agreement (the “Software License Agreement”) between RavenTek Solution Partners, LLC (“RavenTek”) and your employer or other person or entity who owns, leases, manages, or otherwise lawfully controls the endpoint, account, environment, or system on which Talon is installed, accessed, or used (“Licensee”).
BY CLICKING THE “ACCEPT” BUTTON OR CHECKING THE “ACCEPT” BOX PRESENTED AT FIRST LAUNCH OF TALON, OR USING ANY OTHER AFFIRMATIVE ELECTRONIC ACCEPTANCE MECHANISM PRESENTED BY RAVENTEK, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE TALON; AND (ii) ACCEPT THESE AUTHORIZED USER TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CLICK THE “ACCEPT” BUTTON, CHECK THE “ACCEPT” BOX, OR USE ANY OTHER ELECTRONIC ACCEPTANCE MECHANISM PRESENTED BY RAVENTEK, AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE TALON.
1. License Grant
Subject to your compliance with these Terms of Use, RavenTek hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use Talon, and to access and use the Aternity software and services that RavenTek makes available as part of its managed digital employee experience offering (“ManagedDEX”) under RavenTek’s license from Riverbed (the “Bundled Aternity Component”) as a component of ManagedDEX, solely within the United States, Canada, and Mexico (the geographic scope of RavenTek’s license from Riverbed) and subject to the applicable Riverbed and Aternity end-user terms and program requirements that RavenTek makes available or passes through, solely in accordance with the Documentation, as installed or made available on the equipment, account, environment, or system provided or authorized by Licensee and solely for Licensee’s internal business purposes, including Licensee-authorized Windows endpoint optimization, remediation, monitoring, and support use cases. The foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Software License Agreement between RavenTek and Licensee; or
(b) your ceasing to be authorized by Licensee to use Talon for any or no reason.
2. Use Restrictions
You shall not, directly or indirectly: (a) use Talon or the Documentation except as permitted in Section 1; (b) copy, modify, translate, adapt, or create derivative works of Talon or the Documentation, or combine Talon with any other programs, except as expressly authorized by Licensee and RavenTek and, for integrations, configured in accordance with the Documentation; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or access the source code, non-public APIs, models, rules, scripts, logic, algorithms, or architecture of Talon; (d) remove, alter, or obscure any trademark or proprietary rights notice on or in Talon or the Documentation; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make Talon or any of its features or functionality available to any other person or entity, whether or not over a network and whether or not on a hosted, service bureau, software-as-a-service, cloud, or similar basis; (f) use Talon or the Documentation in or in association with any hazardous or safety-critical environment or system, including power generation, aircraft navigation or air-traffic or other transport management, medical or life-support or other applications where failure could reasonably be expected to result in death or serious bodily injury, or weapons or real-time combat systems; (g) use Talon, the Documentation, any third-party platform, any customer-authorized data source, or any related credentials in violation of any law, regulation, rule, third-party terms, or Licensee authorization; or (h) use Talon or the Documentation for competitive analysis, development of a competing product or service, benchmarking, performance testing, publication of test results, or any other purpose that is to RavenTek’s commercial disadvantage, in each case unless expressly authorized by RavenTek in a separate written agreement.
3. Compliance Measures
Talon may contain technological copy protection, license management, security, telemetry, logging, or other features designed to prevent unauthorized use of Talon, protect data, support authorized integrations, or detect use beyond the scope of the license granted to you or otherwise prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent, or create or implement any workaround to any such feature.
4. Customer Data; Collection and Use of Information
As between RavenTek and Licensee, Licensee retains all right, title, and interest in and to Customer Data. You agree that RavenTek may, directly or through service providers, collect, use, store, process, and transmit information regarding use of Talon and the equipment, accounts, tenants, and environments on or through which Talon is accessed or used, for any purpose related to Talon and the Services, including providing, maintaining, supporting, securing, troubleshooting, and improving Talon, verifying compliance, and creating de-identified, anonymized, or aggregated information, in each case as further described in, and subject to, the Software License Agreement.
5. Intellectual Property Rights
Talon is licensed, not sold, to you. You acquire no ownership interest in Talon and no rights other than to use Talon in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. As between RavenTek and you, RavenTek retains all right, title, and interest in and to Talon, the Documentation, and all related intellectual property rights, and all right, title, and interest in and to the Bundled Aternity Component remain with Riverbed and its licensors. You shall use commercially reasonable efforts to safeguard all Talon materials (including all copies) from infringement, misappropriation, theft, misuse, or unauthorized access.
6. Disclaimer and Limitation of Liability
IN NO EVENT WILL RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE TALON, THE BUNDLED ATERNITY COMPONENT, ANY CUSTOMER-AUTHORIZED DATA SOURCE, ANY THIRD-PARTY PLATFORM, OR ANY LICENSEE SYSTEM. YOU ARE PROVIDED TALON PURSUANT TO THE SOFTWARE LICENSE AGREEMENT BETWEEN RAVENTEK AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE TALON SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH THEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RAVENTEK OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUPPLIERS, SUBCONTRACTORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUES, OR LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR RAVENTEK WAS ADVISED OF THEIR POSSIBILITY. WITHOUT LIMITING THE FOREGOING, RAVENTEK’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF OR INABILITY TO USE TALON, UNDER ANY LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7. Export Regulation
Talon may be subject to US export control and sanctions laws and, where deployed outside the US, to applicable non-US export control and sanctions laws. You shall not, directly or indirectly, export, re-export, or release Talon, or make Talon or the Documentation accessible, in violation of any such law, and you shall comply with all applicable export laws and complete all required undertakings (including obtaining any necessary export license or governmental approval) before making Talon available outside the US.
8. Governing Law; Forum
These Terms of Use are governed by and construed in accordance with the internal laws of the State of Virginia without giving effect to any choice or conflict of law provision or rule (whether of the State of Virginia or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Virginia. Any legal suit, action, or proceeding arising out of or relating to these Terms of Use shall be instituted exclusively in the state courts of the Commonwealth of Virginia located in Loudoun County, Virginia, or the United States District Court for the Eastern District of Virginia, and you irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on venue or forum non conveniens; provided that US Government users are subject to applicable federal law and any mandatory dispute forum required by statute or regulation.
9. Local Law; Non-US Users
Talon may be deployed on endpoints located in the United States and in other countries and territories permitted under the applicable Order Form or otherwise authorized by RavenTek in writing. If Licensee deploys Talon on endpoints outside the United States, Licensee is solely responsible, as your employer or the entity that controls the relevant endpoint, for ensuring that presentation of and your assent to these Terms of Use, and RavenTek’s collection and use of information under Sections 3 and 4, comply with all applicable local employment, data protection, and employee-consultation requirements (including any works council or similar consultation), and for providing any notices and obtaining any consents required from you under local law. Nothing in these Terms of Use limits any non-waivable right you may have under the mandatory laws of your jurisdiction of residence.
Provided by RavenTek Solution Partners, LLC. In the event of a conflict between this page and a customer’s signed agreement, the signed agreement governs.