The following Terms and Conditions apply to the use of the ADF Solutions products, services, website(s), and all transactions through ADF Solutions website(s).
Acceptance
ADVANCED DIGITAL FORENSIC SOLUTIONS, INC. (“ADF”) PROVIDES ITS SOLUTIONS (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT (AS DEFINED BELOW) AND ON THE CONDITION THAT CUSTOMER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. BY, AS APPLICABLE, CLICKING THE "ACCEPT" BUTTON ON ADF’S WEBSITE, CHECKING THE "ACCEPT" BOX (OR OTHERWISE ACKNOWLEDGING ACCEPTANCE) ON THE ORDER FORM OR, IF PRESENTED TO THE CUSTOMER IN HARD COPY FORM, SIGNING BELOW, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, ADF WILL NOT AND DOES NOT LICENSE OR AUTHORIZE THE USE OF THE SOLUTIONS TO CUSTOMER AND CUSTOMER (INCLUDING ITS END USERS) MUST NOT DOWNLOAD, INSTALL, ACCESS OR OTHERWISE USE THE SOLUTION OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE OR AUTHORIZATION TO USE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY SUCH RIGHT, CONCERNING ANY SOLUTIONS THAT CUSTOMER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF ADF’S SOFTWARE.
Terms and Conditions
These terms and conditions establish a binding agreement (the "Agreement") between ADF and the Customer. The “Customer” is the person or entity identified via the applicable ordering mechanism, whether that is an attached Invoice or Order Form delivered directly to ADF, via an order form of an authorized ADF reseller purchasing Solutions on behalf of Customer (“Authorized Reseller”) or via Customer’s completion of ADF’s online order process through its website (https://shop.adfsolutions.com/)(each, an “Order Form”), and the “Solutions” covered by this Agreement are the ADF products, software (“Software”), services (including Training Services, as defined below) and/or ADF website access and use specifically identified on the Order Form. Customer agrees that the employees, independent contractors and other individuals who are authorized by Customer to access or otherwise use the Solutions on behalf of the Customer (the "End Users") are bound by the terms of this Agreement and that Customer shall be liable for any breach of this Agreement by any of its End Users. For Customers that are governmental (federal, state or local) entities, the term “Customer” shall mean the specific agency identified on the Order Form that is procuring the Solutions , not the entire government or any other governmental entity or any other agency, department, unit or governmental body. This Agreement describes Customer's (and each individual End User's) rights to access and use of the Solutions specifically identified on the Order Form, including, without limitation, any associated media, use manuals, instructions or other explanatory documentation or materials, regardless of form or media (collectively the "Documentation"). The Solutions is provided to the Customer and its authorized End Users on the condition that their use abides at all times by the terms and conditions of this Agreement and their respective use shall evidence their agreement to abide by the terms and conditions of this Agreement.
License Grant. The Solutions are licensed, not sold. Subject to the terms and conditions of this Agreement and in consideration for the payment of the applicable fees described on the Order Form, ADF hereby grants to Customer (and each of its authorized End Users), a non-exclusive, non-sublicensable and non-assignable term license to access and use the Solutions (as well as the associated Documentation) solely for the purpose set forth in the Documentation. Customer will provide access to the Solutions only to its authorized End Users during the term of this Agreement. This Agreement shall apply to any Software initially provided to Customer as well as any subsequent versions, revisions or updates of the Software provided or otherwise made available by ADF (directly or through an Authorized Reseller) to Customer.
This Agreement permits the Customer and its authorized End Users to install the Software on more than one laptop computer, desktop computer or other computer system (each, a “computer system”), as long as the Software will not be installed or used on more than one computer system or used by more than one End User concurrently. Each copy of Software licensed under this Agreement pursuant to the Order Form will be accompanied by a license dongle or an electronic license file tied to the hard drive of the Customer’s computer (collectively, a “Dongle”) which is designed to permit such copy of Software to be utilized by only one End User at a time. Neither Customer nor any End User shall replicate a Dongle or otherwise circumvent or attempt to circumvent the restrictions on use of the Software intended by the Dongle. Customer will not make copies of the Software or allow copies of the Software to be made by others, unless authorized by this Agreement. Customer may make copies of the Software for backup purposes only. Unless otherwise expressly agreed in writing by ADF, Customer and its End Users shall use the Solutions solely for Customer’s internal business purposes, which ADF and the Customer expressly agree shall not include using the Solutions to provide services to Customer’s customers, clients or other third parties.
Support and Maintenance; Installation and Training. Unless specified in the Order Form or otherwise agreed to in writing between ADF and Customer, for the Term (as defined below), maintenance and support services and Software upgrades will be provided in accordance with the terms set forth at: https://www.adfsolutions.com/support-and-maintenance-terms or as otherwise agreed to, in writing, between ADF and the Customer (or, as applicable, the Authorized Reseller) (“Maintenance and Support”). Unless expressly ordered on the Order Form and paid for in addition to the Fees (as defined below), ADF does not provide training services (“Training Services”). If Training Services are ordered on the Order Form, such ordered Training Services will be specified in a separate Exhibit to the Order Form or as otherwise agreed to, in writing, between ADF and the Customer (or, as applicable, the Authorized Reseller). If any Training Services are ordered as provided above, the authorized End Users that will be eligible to receive Training Services shall be designated on the Order Form or otherwise agreed to, in writing, between ADF and the Customer (or, as applicable, the Authorized Reseller).
Fees, Payments and Amendments. All associated ADF fees or charges (“Fees”) for the Solutions shall be identified on the Order Form or otherwise agreed to, in writing, between ADF and the Customer (or, as applicable, the Authorized Reseller). All Fees will be due upon the dates reflected in the Order Form, or if not so indicated, on the date of the invoice provided by ADF to the Customer (or, as applicable, the Authorized Reseller). Any undisputed Fees not received when due will bear interest at the lower of 1.5% per month or the highest rate permitted by law. ADF is entitled to recover any sums expended in connection with the collection of undisputed sums not paid when due, including reasonable attorneys' fees. All Fees, charges and other amounts payable hereby shall be paid in United States dollars, without deduction for taxes, assessments, fees or charges of any kind. ADF may terminate this Agreement, any Training Services and use of the Solutions, after transmittal of notice, if ADF does not receive payment of the Fees when due from Customer or, where Customer has purchased the Solutions through an Authorized Reseller, from such Authorized Reseller. All Fees are non-refundable except as expressly provided below.
Term and Termination. Unless expressly stated in the Order Form, the term of this Agreement shall mean the period commencing on the date that the Solutions are shipped by ADF to the Customer and continuing until the end of the applicable period as indicated on the Order Form (the “Term”), subject to earlier termination in the event of breach as provided herein. Where Customer has purchased Solutions through an Authorized Reseller, the “Term” shall be as identified in a written agreement (including, without limitation, a purchase order) between ADF and such Authorized Reseller. In the event that ADF determines that there has been a breach of this Agreement, after notice and failure to cure within fifteen (15) business days after notice is sent to Customer (or where Customer has purchased Solutions through an Authorized Reseller, to Authorized Reseller), then ADF may immediately terminate this Agreement and revoke any license or right to use the Solutions granted to Customer hereunder, prohibit Customer's and all End Users’ use of the Solutions and Customer and all End Users shall immediately discontinue use of the Solutions. Customer and each End User agrees that ADF may enforce any breach of this Agreement by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies. Upon such termination, all payment obligations of Customer (or where Customer has purchased Solutions through an Authorized Reseller, of Authorized Reseller) due through the date of termination shall be then due and payable, regardless of revocation of Customer's license or right to use the Solutions hereunder.
Limited Warranty. ADF warrants to Customer that the Software will operate substantially in accordance with functions and features described in the Documentation provided to Customer (or where Customer has purchased Solutions through an Authorized Reseller, to Authorized Reseller) (the "Limited Warranty"). This Limited Warranty shall apply only during the thirty (30) day period beginning with the later of: (i) the date of purchase of the Solutions or (ii) the date that the Solutions were first available for use by Customer (the "Warranty Period"). ADF will modify or replace, at no additional charge to Customer, the Software to correct any reproducible error that causes the Software not to perform substantially as set forth in the Documentation, provided that Customer reports the malfunction to ADF during the Warranty Period. In the event that ADF is unable after reasonable efforts to correct any such material error, Customer may during the Warranty Period at Customer's option terminate this Agreement and, upon return of the Software to ADF, ADF shall provide to Customer a pro-rata refund of the unused portion of the Fees paid to ADF. All warranty claims not made in writing or not received by ADF within the Warranty Period shall be deemed to have been waived by Customer. CUSTOMER'S EXCLUSIVE REMEDY FOR A BREACH OF THE FOREGOING LIMITED WARRANTY SHALL BE REPAIR OR REPLACEMENT OF THE SOFTWARE OR A PRO-RATA REFUND OF THE UNUSED PORTION OF THE LICENSE FEES PAID TO ADF. The foregoing Limited Warranty shall specifically not cover problems, complaints, issues or claims made by the Customer resulting from events and circumstances outside the control of ADF that may impact the performance, function or use of the Software and are not covered by the Limited Warranty. EXCEPT AS OTHERWISE AND EXPRESSLY PROVIDED BY THE LIMITED WARRANTY IN THIS AGREEMENT THE SOFTWARE AND ANY OTHER SOLUTIONS ARE PROVIDED TO CUSTOMER AND ITS END USERS "AS IS," WITH ALL FAULTS. ADF DOES NOT WARRANT THAT THE SOFTWARE OR ANY OTHER SOLUTIONS WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE OR SYSTEMS SELECTED BY CUSTOMER.
Intellectual Property Indemnity. ADF agrees to defend Customer and to pay any judgments, costs and expenses, or amounts paid in settlement to which ADF agrees, which Customer may sustain as the result of any claim by a third party that the Solutions by itself and in unmodified form infringes or misappropriates such third party's United States copyright, trade secrets, or patent ("Intellectual Property Indemnity"). In order for ADF to provide its Intellectual Property Indemnity, Customer must provide ADF with prompt written notice of such claims or threat of such claims and ADF must be given full control and authority to investigate, defend and/or settle such intellectual property claim. In the event of any intellectual property claim, ADF may in its sole discretion either procure the rights to allow Customer's continued use of the Solutions, or modify the Solutions so that it is not infringing on the claimed third party rights. Should the intellectual property claim result in Customer's inability to use the Solutions, then Customer may terminate this Agreement and receive a pro-rata refund of any Fees actually paid to ADF. Customer agrees to defend, indemnify and hold ADF harmless (and ADF’s subsidiaries, affiliates, officers, employees, and directors) from any and all third party claims, liabilities, damages and/or costs (including attorney fees) due to or arising directly out of Customer's (or any End User's) use of the Solutions in violation of this Agreement.
Ownership and Reservation of Rights. Customer acknowledges and agrees that the Solutions and ADF’s intellectual property rights therein (i.e., without limitation, ADF’s source code, patents, copyrighted material, trademarks, service marks, trade secrets and proprietary and confidential information), as protected under U.S. intellectual property laws (including patent, trademark and copyright laws), other applicable intellectual property laws, and international treaty provisions, are the sole property of ADF, subject to Customer's (including End Users’) use in accordance with the terms of this Agreement, and that ADF retains those rights in its intellectual property, including any enhancements thereto or derivative works thereof. It is expressly understood and agreed that title to, or ownership of, any part of the Solutions or any related items provided hereunder, including any enhancements thereto or derivative works thereof, shall not ever be transferred to Customer (including End Users). Customer agrees not to use ADF’s service marks and trade marks (collectively, the "Marks") relating to the Solutions without ADF’s prior written permission. ADF reserves all rights related to the Solutions and the Marks not expressly granted in this Agreement. ADF’s grant of any license or other right to use any of the Solutions pursuant to the terms of this Agreement is subject to the rights retained by ADF, which are exercisable in ADF’s sole discretion without notice. ADF irrevocably reserves the right (a) to improve, update and modify the Solutions; (b) to restrict access to the Solutions or terminate this Agreement after providing reasonable written notice and opportunity to cure (as provided above) should ADF in its sole discretion determine that Customer or any authorized End User has engaged in any conduct that violates this Agreement, and to distribute and license the Solutions, alone or bundled with other products and grant the right to copy, distribute and sublicense the Solutions directly or indirectly to others wherever located. Customer and each End User shall maintain the confidentiality of all information contained or embodied in the Solutions (including methods or concepts utilized therein) and all other information conveyed to Customer or any End User by ADF (hereinafter collectively referred to as "Confidential Information") other than any such information that is or shall subsequently become generally known without any breach of this provision. Customer and each End User agree to secure and protect the Solutions consistent with the maintenance of ADF’s rights in the Solutions, as set forth in this Agreement. Except as expressly permitted herein, Customer and each End User agree not to disclose or otherwise make available any part of the Confidential Information to any third party on any basis. This section shall survive any termination of this Agreement. Customer and each End User may disclose ADF’s Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if Customer and/or an End User provides prompt notice thereof to ADF to enable ADF to seek a protective order or otherwise prevent or restrict such disclosure.
Additional provisions applicable to United States Government (“U.S. Government”) Customers: The Software is provided with “Restricted Rights”. The Software is commercial or “restricted computer software” developed exclusively at private expense. Use, modification, duplication, release, performance, display and disclosure by civilian agencies of the U.S. Government shall be in accordance with FAR 52.227- 19 (c) or other agency data rights provisions, as may be applicable. Use, duplication and disclosure by DOD agencies of the U.S. Government is subject solely to the terms of this standard software license agreement as stated in DFARS 227.7202. "Unpublished-All rights reserved under the Copyright Laws of the United States". ADF, Inc. at 8245 Boone Boulevard, Suite 500, Tyson's, VA 22182 USA. The Software has technical limitations which prevent it from being “reproduced” as allowed for in Subsection (c)(2)(v) of FAR 52.227-19.
Limitations on Use. Customer and End Users may not access, distribute or use the Solutions except as expressly permitted under this Agreement or the terms of the Order Form, including the requirements provided by applicable U.S. intellectual property laws. Except as permitted by this Agreement, any distribution of any portion of the Solutions is expressly prohibited. Furthermore, Customer and End Users shall not, nor shall they permit others to do any of the following: (a) sell, distribute, transmit, or otherwise provide access or use to any entity (including, without limitation, any other agency, department, unit or other governmental body other than the Customer) or person (collectively, “Person”) not authorized by this Agreement; (b) store any Solutions in any information storage and retrieval system which provides access to Persons not authorized by this Agreement or provides concurrent usage by more than one End User; (c) rent, sublicense, lease, or assign any Solutions, or assign this Agreement, to any third-Person; (d) copy, reproduce, create derivative works from, de-compile, disassemble, or otherwise reverse-engineer any of the Solutions, or in any other way alter, translate, modify, or adapt any of the Solutions; (e) defeat, modify, copy, work around or duplicate any security device protecting any of the Solutions; or (f) make use of the Internet or an Intranet to provide access to the Solutions through any local or wide area networks, timesharing services, multiple site arrangements or other forums which permit multiple simultaneous access or distribution other than provided by this Agreement. Any access to or use of the Solutions (or any part thereof) by Persons or other users who are not authorized by Customer and this Agreement is specifically prohibited. Upon ADF’s termination of this Agreement and/or the revocation of the license or other use rights authorized in this Agreement in accordance with the terms of this Agreement, Customer agrees to immediately return the Software to ADF and destroy all copies of the Software, including erasure of all electronic forms found on any computer or hardware device.
Liability Disclaimer. OTHER THAN THE LIMITED WARRANTY DESCRIBED ABOVE, ADF MAKES NO REPRESENTATIONS ABOUT THE SOLUTIONS, AND IS PROVIDING THE SOLUTIONS TO CUSTOMER AND ITS END USER "AS IS" AND WITHOUT WARRANTY OF ANY KIND. ADF EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN ADF AND CUSTOMER. ADF MAKES NO WARRANTY OR REPRESENTATION THAT THE SOLUTIONS WILL MEET THE CUSTOMER’S OR ANY END USER'S REQUIREMENTS, OR BE UNINTERRUPTED OR ERROR FREE. USE OF THE SOLUTIONS IS AT THE CUSTOMER'S SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOLUTIONS IS AT CUSTOMER'S OWN DISCRETION AND RISK. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF THE SOLUTIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ADF (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES) SHALL NOT BE LIABLE TO CUSTOMER OR ANY END USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT EXEMPLARY OR SPECIAL DAMAGES, INCLUDING (WITHOUT LIMITATION) DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY LOSS OF PROFIT, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF ADF HAD BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT WILL ADF’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EVER EXCEED THE TOTAL AMOUNT OF ANY FEES PAID BY CUSTOMER (OR WHERE CUSTOMER HAS PURCHASED SOLUTIONS THROUGH AN AUTHORIZED RESELLER, BY AUTHORIZED RESELLER) DURING THE TERM HEREOF.
Miscellaneous Provisions.
Governing Law and Enforceability. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Maryland, USA (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on Contracts for the International Sale of Goods. Customer consents to the personal jurisdiction and venue of the State of Maryland, or any other state in which ADF maintains its primary corporate office, but not the exclusive jurisdiction of the State of Maryland, USA. The prevailing party in any litigation between the parties shall recover its reasonable attorneys' fees and costs from the non-prevailing party.
All notices, requests and other communications between the parties in connection with this Agreement shall be in writing. All such notices to ADF shall be addressed to 8245 Boone Boulevard, Suite 500, Tysons, VA 22182 USA with all notices to Customer addressed to the person and location provided in the Order Form. Either ADF or Customer may change its notice address by written notice to the other, served as provided above, provided, however, that any notice of change of address shall be effective only upon receipt.
Only with Customer’s prior written consent will ADF Solution: (i) use Customer's name and/or logo for the limited purpose of identifying Customer as an ADF customer on locations such as ADF’s website, as a general list of customers and referenced in ADF’s corporate and promotional literature or (ii) issue a press release identifying Customer as a customer of ADF and describing Customer's intended use of ADF and the benefits that Customer expects to derive from the use of ADF’s Solutions. Further, the content of any press release identifying Customer will be subject to Customer's prior approval.
Government Regulations. Neither Customer nor any of its End Users will export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
The terms of the following Sections of this Agreement shall survive any cancellation, termination, or rescission: Limited Warranty, Intellectual Property Indemnity, Ownership and Reservation of Rights, Limitations on Use, and Liability Disclaimer.
Severability and Waiver. In the event any provision of this Agreement or the Order Form is held to be unenforceable, the remaining provisions of this Agreement and the Order Form will remain in full force and effect, and the unenforceable provisions will be construed in accordance with applicable law as nearly as possible to reflect the original intention of the ADF and the Customer. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH. The waiver of any breach or default of this Agreement or the Order Form will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Customer may not assign or delegate its obligations under this Agreement and the Order Form either in whole or in part without the prior written consent of ADF, and such consent may be withheld for any reason or no reason.
Entire Agreement and Amendments. The Agreement, including the associated Order Form, constitutes the entire agreement between ADF and the Customer with respect to the Solutions and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic with respect to the Solutions. Customer agrees that any terms or conditions contained in any document, including but not limited to any Order Form other than the Order Form, acknowledgment, email, or other document that Customer may now or later provide to ADF, will have no effect and that this Agreement is the only contract and/or license between the parties regarding the Solutions and may only be amended as set forth herein. This Agreement and the associated Order Form shall not be changed, modified or amended except in writing signed by a duly authorized representative of the parties giving reference to the Agreement and Order Form.
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