NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY.

Last Updated: June 11, 2020.

IMPORTANT: PLEASE READ THIS DOCUMENT CAREFULLY. BY DOWNLOADING, INSTALLING AND/OR USING ALL OR ANY PORTION OF THE SOFTWARE AND WEBSITE YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHICH INCLUDE THE LIMITATIONS ON USE CONTAINED IN SECTION 3; LIMITATIONS ON LICENSE TRANSFERABILITY IN SECTION 8; THE LIMITED WARRANTY IN SECTION 10; THE DISCLAIMER OF WARRANTY AND LIMITATIONS ON LIABILITY IN SECTIONS 11 AND 12; THE EXCLUSIVE DISPUTE RESOLUTION PROVISIONS IN SECTION 14; AND CYCLONIS' PRIVACY POLICY.

IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS OF THE AGREEMENT, DO NOT USE THE SOFTWARE AND IMMEDIATELY DELETE IT FROM YOUR COMPUTER.

THIS AGREEMENT HAS CHANGED FROM THE PREVIOUS VERSIONS IN THAT CYCLONIS PASSWORD MANAGER IS AN APP THAT HAS PAID SUBSCRIPTIONS TO RECEIVE FULL FUNCTIONALITY WITH THE APP AND OUR SUPPORT SERVICES, AS EXPLAINED MORE FULLY IN THIS AGREEMENT, OUR CYCLONIS WEBSITE, PURCHASE PAGES, PRIVACY POLICY, AND SPECIAL DISCOUNT TERMS.

WE ARE CYCLONIS LIMITED, A COMPANY INCORPORATED UNDER THE LAWS OF IRELAND WITH COMPANY REGISTRATION NUMBER 574974, WHOSE REGISTERED OFFICE IS AT 3 CASTLE STREET, DUBLIN 2, IRELAND ("CYCLONIS", "WE", "US", OR "OUR").

CYCLONIS PASSWORD MANAGER IS A PERSONAL PASSWORD MANAGEMENT TOOL THAT ENABLES YOU TO STORE ALL YOUR WEBSITE PASSWORDS IN ONE CONVENIENT ENCRYPTED VAULT, ACCESSIBLE BY A SINGLE USERNAME AND MASTER PASSWORD ("ACCOUNT CREDENTIALS") THAT YOU CREATE.

A SHORTCUT WILL BE INSTALLED TO YOUR DESKTOP, AND THE APPLICATION WILL OPEN AUTOMATICALLY ON STARTUP. THIS APPLICATION BEHAVIOR CAN BE EASILY DISABLED WITHIN CYCLONIS PASSWORD MANAGER'S SETTINGS AFTER INSTALLATION, IF DESIRED.

YOU CAN AUTOMATICALLY IMPORT PASSWORDS INTO THE CYCLONIS PASSWORD MANAGER AND ORGANIZE AND CONTROL THE SPECIFIC PASSWORDS USED ON INDIVIDUAL WEBSITES AND APPLICATIONS. CYCLONIS PASSWORD MANAGER ALSO OFFERS PASSWORD RECOMMENDATIONS BASED ON SECURITY AND OTHER CONCERNS, THOUGH CYCLONIS MAKES NO GUARANTEES REGARDING THE SECURITY OF RECOMMENDED PASSWORDS. CYCLONIS IS NOT LIABLE FOR YOUR INABILITY TO USE ANY SITE (OR THIRD PARTY MOBILE APP) RESULTING FROM YOUR USE OF CYCLONIS PASSWORD MANAGER.

CYCLONIS PASSWORD MANAGER ENABLES YOU TO SELECT CERTAIN TYPES OF OTHER DATA THAT YOU WISH TO HAVE THE SOFTWARE STORE. ALL STORED DATA, INCLUDING PASSWORDS, IS STORED USING STRONG ENCRYPTION, BUT CYCLONIS DOES NOT AND CANNOT GUARANTEE THE SECURITY, COMPLETENESS, INTEGRITY, OR ACCURACY OF ANY STORED DATA.

FOR REGISTERED USERS FOR THE FULLY PAID SUBSCRIPTION OR THE FREE TRIAL CYCLONIS PASSWORD MANAGER VERSION WITH FULL FUNCTIONALITY DURING THE TRIAL PERIOD. CYCLONIS PASSWORD MANAGER INCLUDES A SYNC FUNCTION THAT ALLOWS YOUR STORED DATA TO BE UPLOADED TO THE SERVERS OF THIRD-PARTY CLOUD STORAGE PROVIDERS, SUCH THAT YOU CAN ACCESS AND USE IT ON SUPPORTED DEVICES THAT YOU HAVE AUTHENTICATED. YOU MAY ONLY USE SYNCED DEVICES FOR YOUR PERSONAL OR INTERNAL BUSINESS USE AND NOT FOR THE BENEFIT OF THIRD PARTIES, AND YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIVITIES OCCURRING WITH ANY SYNCED DEVICE. YOU ACKNOWLEDGE AND AGREE THAT WE RELY ON YOUR ACCOUNT CREDENTIALS TO KNOW WHETHER USERS USING OUR SERVICES ARE AUTHORISED TO DO SO. YOU AGREE TO BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY USERS THAT ACCESS THE SITE OR SERVICES UNDER YOUR ACCOUNT CREDENTIALS. YOUR INFORMATION MAY NOT BE AVAILABLE IF YOU FAIL TO FOLLOW CYCLONIS' TECHNICAL REQUIREMENTS, YOU UNINSTALL CYCLONIS PASSWORD MANAGER, OR YOU FORGET YOUR MASTER PASSWORD.

TO PROVIDE USERS WITH THE CONVENIENCE AND EASE OF MULTI-DEVICE SYNC FUNCTIONALITY WITH INSTALLATION, CYCLONIS PASSWORD MANAGER, BY DESIGN, IS CONFIGURED WITH A DEFAULT SETTING TO USE CYCLONIS-PROVIDED CLOUD SERVICES. USERS MAY CHANGE THE CLOUD SERVICES THEY WISH TO UTILIZE WITH CYCLONIS PASSWORD MANAGER BY MANUALLY CHANGING THE SETTINGS TO ANY OF THE CLOUD SERVICES OFFERED IN THE CYCLONIS PASSWORD MANAGER SETTINGS.

FOR REGISTERED USERS OF FULLY PAID SUBSCRIPTIONS YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS OF THE SAME LENGTH AS YOUR ORIGINAL INITIAL SUBSCRIPTION PERIOD AND AT THE RETAIL PRICE APPLICABLE AT THE TIME OF YOUR ORIGINAL PURCHASE, PROVIDED THAT YOU MAINTAIN A CONTINUOUS, PAID AND CURRENT SUBSCRIPTION. CYCLONIS PASSWORD MANAGER INCLUDES A SYNC FUNCTION THAT ALLOWS YOUR STORED DATA TO BE UPLOADED TO THE SERVERS OF THIRD-PARTY CLOUD STORAGE PROVIDERS, SUCH THAT YOU CAN ACCESS AND USE IT ON THOSE COMPUTERS AND/OR MOBILE DEVICES THAT YOU HAVE AUTHENTICATED. YOU MAY ONLY USE SYNCED DEVICES FOR YOUR PERSONAL OR INTERNAL BUSINESS USE AND NOT FOR THE BENEFIT OF THIRD PARTIES, AND YOU ARE SOLELY RESPONSIBLE FOR ALL ACTIVITIES OCCURRING WITH ANY SYNCED DEVICE. YOU ACKNOWLEDGE AND AGREE THAT WE RELY ON YOUR ACCOUNT CREDENTIALS TO KNOW WHETHER USERS USING OUR SERVICES ARE AUTHORISED TO DO SO. YOU AGREE TO BE RESPONSIBLE FOR ANY ACT OR OMMISSION OF ANY USERS THAT ACCESS THE SITE OR SERVICES UNDER YOUR ACCOUNT CREDENTIALS. YOUR INFORMATION MAY NOT BE AVAILABLE IF YOU FAIL TO FOLLOW CYCLONIS' TECHNICAL REQUIREMENTS, YOU UNINSTALL CYCLONIS PASSWORD MANAGER, OR YOU FORGET YOUR MASTER PASSWORD.

CYCLONIS PASSWORD MANAGER ALLOWS YOU TO STORE ALL YOUR PAYMENT TYPES IN A SINGLE LOCATION AND SELECT THE PAYMENT TYPE YOU WANT TO APPLY BEFORE CHECKOUT. HOWEVER, YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE STORED INFORMATION IS ACCURATE AND UP-TO-DATE, AND YOU ARE SOLELY RESPONSIBLE FOR ALL CHARGES OR DEBITS TO YOUR CARDS, ALL TRANSACTIONS CONDUCTED AND FOR THE REPERCUSSIONS OF TRANSACTIONS THAT ARE CONDUCTED WHETHER YOU OR ANOTHER PARTY HAVE CARRIED OUT THE TRANSACTIONS.

NOTIFICATION OF CHANGES TO THIS EULA

WE RESERVE THE RIGHT TO MODIFY THIS EULA AS NEEDED IN OUR SOLE DISCRETION. THE EULA IN EFFECT AT THE TIME YOU DOWNLOADED THE SOFTWARE WILL GOVERN YOUR USE OF IT, UNLESS WE MODIFY THE EULA.  WE WILL POST THE CHANGES IN THE LATEST VERSION OF THE EULA WHICH IS ALWAYS ACCESSIBLE ON OUR WEBSITE AT https://www.cyclonis.com/eula-password-manager/. YOUR CONTINUED USE OF THE SOFTWARE AFTER WE ISSUE NOTICE OF A CHANGE TO THE EULA WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES AND THE REVISED EULA.

Our Software also contains an in-app Update notification mechanism. When the Software launches and an Updated version of the Software is available, a dialog box will be displayed prior to the implementation of the Update. The dialog box summarizes the material changes to the Software, the functionality of the Software, to this EULA, and to our privacy practices since the last versions of the same period. Any material changes to our privacy practices will be highlighted in the dialog box in red bold type. You must agree to the presented Agreement in order to proceed with the Update. If you do not agree to the Agreement, you will not be able to proceed with the Update. In this case, you may either (i) continue to Use the existing version of the Software; or (ii) uninstall the Software. If you do not Update the Software when prompted or are otherwise not using the latest version of the Software, service functionality will be significantly degraded and not all features or security protections may be available; and/or your service functionality may completely cease. Thus, it is important to Update the Software at all times if you wish to continue to use the Software with all of its features and full functionality. 

  1. DEFINITIONS.

In this EULA, unless otherwise stated:

Agreement has the meaning given in Section 2.

Computer means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

Cyclonis, we, us or our means Cyclonis Limited, a company incorporated under the laws of Ireland with company registration number 574974, whose registered office is at 3 Castle Street, Dublin 2, Ireland.

Cyclonis Party has the meaning given in Section 10.1.

Software means all of the contents of the files or other media with which this Agreement is provided, including but not limited to (a) Cyclonis or third party Computer information or software; (b) digital images, stock photographs, clip art, sounds or other artistic works ("Stock Files"); (c) related explanatory written materials or files ("Documentation"); (d) fonts; and (e) upgrades, modified versions, updates, additions and copies of the Software, if any, licensed to you by Cyclonis (collectively, "Updates").

Use or Using means to access, use, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

Website means the Cyclonis Password Manager website available here: https://www.cyclonis.com/products/password-manager/.

  1. AGREEMENT.

These Terms of Sale and End User License Agreement ("EULA") incorporate by reference Cyclonis' Privacy Policy, Special Discount Terms, and any other supplemental policies and guidelines that we may post from time to time, and collectively constitute the "Agreement" between Cyclonis and you.

By entering into the Agreement you agree to the terms of Cyclonis' Privacy Policy that is located at https://www.cyclonis.com/privacy-policy/ (as may be updated from time to time).

In addition to this EULA, there are additional terms and conditions that apply to our products and services. Please take a moment to familiarise yourself with the Additional Terms and Conditions that are located at https://www.cyclonis.com/additional-terms-conditions/.

  1. SOFTWARE LICENSE.

As long as you comply with the terms of the Agreement, Cyclonis grants to you a limited, revocable, non-transferable, non-sublicensable and non-exclusive license to Use the Software and Website for the purposes described in this Agreement and in the Documentation. By using the Software you represent that you are (a) of legal age to form a binding contract; and (b) not a person barred or restricted from using the Software or Website.

3.1. General Use. You may Use the Software on your compatible Computer for personal or internal business use. You agree not to incorporate, integrate or otherwise include the Software or any portion thereof into any other software, program or product. You agree to comply with the Agreement and not to promote or engage in any fraudulent, illegal or otherwise objectionable Use in connection with the Software or the Website. We may terminate (in whole or in part) the Agreement, or limit, suspend or terminate your Use of the Software or Website or any of its features, if you violate the Agreement or we suspect you are promoting or engaging in any fraudulent, illegal or otherwise objectionable Use in connection with the Software or the Website. All provisions herein shall survive termination, except that your right to use the Software will immediately cease. Notwithstanding the foregoing, Cyclonis will attempt to provide advance notice to you if Cyclonis chooses to cease offering the Software.

3.2. Server Use. You may install one copy of the Software on your Computer file server for the purpose of downloading and installing the Software onto other Computers within your internal network. Alternatively, you may install one copy of the Software on a Computer file server within your internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from another Computer on your internal network. No other network use is permitted without written agreement from Cyclonis and purchase of a volume or server license.

3.3. Home Use for Business Copies. If you are using the Software at your business, and you are the primary user of the Computer that is licensed to Use the Software, you may also install the Software on your home Computers. However, the Software may not be used on your home Computers at the same time the Software on your business Computer is being used.

If the Software supports multiple platforms or languages, if you receive the Software on multiple media, if you receive a Content Update (as set forth in Section 6 below), if you otherwise receive multiple copies of the Software, or if you received the Software bundled with other Software, you may only Use the Software as licensed above. You may not rent, lease, sublicense, lend or transfer any versions or copies of the Software. If the Software is a Content Update, as discussed in Section 6 below, you must possess a valid license to such previous version in order to Use the Content Update.

3.4. User Accounts. Except in certain limited circumstances, you'll need a user account to access or use the Software. By registering an account you represent and warrant that: (a) all information you submit is true, accurate and not misleading; (b) you will keep such information up-to-date; (c) you are of legal age to form a binding contract in your jurisdiction; (d) you are not a person barred or restricted from using the Software; and (e) your use of the Software does not violate any applicable law or regulation. You are responsible for all activities that occur under your account. You must keep your username and password safe. You agree to notify us immediately if you suspect any unauthorised use of your account or password. We have the right to disable any username or password at any time, if we believe you have failed to comply with any provision of this Agreement.

You are responsible for making all arrangements necessary for you to use and have access to the Software. If you are purchasing a subscription to the Software on behalf of any entity, such as your employer or your business, you represent that you have the legal authority to bind them to this Agreement. You are also responsible for ensuring that any person who accesses the Software through your account is aware of this Agreement, and that they comply with it in full.

3.5. Open Source/Copyright. Open source and other third party code may be aggregated or distributed with our proprietary and copyrighted Software. The copyright notices and license terms for such third party code are described at https://www.cyclonis.com/additional-terms-conditions/. Please note that the provisions of those licenses may expressly override some of the terms of this Agreement and the developers of this third party code may modify their licensing terms from time to time.

  1. INFORMATION WE COLLECT FROM YOU AND YOUR COMPUTER.

4.1. Information Collected/Transmitted During Program Use. The first time you Use Cyclonis Password Manager (i.e. the Software), you will be required to create a master password. Your master password is stored by the Software on your devices and is used to verify your identity when you operate the Software. Your master password is stored in encrypted format. The Software creates an encrypted software vault in which it stores your website passwords and other information that you enter into the program. The website passwords and other information that you enter are encrypted by the Software on your devices, transmitted in encrypted format, and stored in the software vault in encrypted format. At no time does Cyclonis have access to your passwords or other information that you enter into the program, including your master password, and Cyclonis cannot provide or restore this information to you if you lose your master password. Additional information regarding Cyclonis' collection, use, and disposal of your personal information is contained in Cyclonis' Privacy Policy, available at https://www.cyclonis.com/privacy-policy/.

4.2. Updates to the Software. If you click the "Check for updates" button on the user interface, and whenever Cyclonis Password Manager automatically updates, the Software sends Cyclonis the Software version number and language, a unique ID that identifies your copy of the Software, and the IP address of the Computer on which the Software is installed. The Software version number and unique ID are used to identify the specific updates to transmit and to allow a specific copy of the Software to be de-activated for the security and safety of our users, products and services, or our systems. No geolocation or other identifying information (such as IP address) is analyzed or stored, other than in ordinary server logs, which are purged regularly. None of the information collected is shared with any third parties, nor does it typically contain user identifiable information, except as it may be necessary to support and/or develop the app or to be shared with our affiliates and trusted business partners.

4.3. Safeguarding of Your Information. Please take appropriate care to help protect your information, including your username and master password. You are responsible for safeguarding your account by using a strong password and limiting its use to this account.

  1. TERMS OF SALE AND AUTO-RENEWAL OF SUBSCRIPTIONS.

5.1. Providing the Product. The subscription under this Agreement for the Software is for one subscriber account for use with multiple devices. Our Terms of Sale are set out in Exhibit 1 to this EULA.

5.2. Uninstall Instructions. If you wish to uninstall Cyclonis Password Manager, please visit https://www.cyclonis.com/products/password-manager/uninstall-instructions/ to view uninstall steps.

Uninstalling Cyclonis Password Manager from a device will uninstall Cyclonis Password Manager from that particular device only. Uninstalling Cyclonis Password Manager will not automatically terminate your Cyclonis Password Manager account. If you wish to terminate your Cyclonis Password Manager account, please contact us via our Inquiries & Support form located at https://www.cyclonis.com/inquiries-support/. Termination of your Cyclonis Password Manager account may also include deletion of any of account credentials, synced data (if applicable) and all related information, files and content associated with or inside your vault.

5.3. Support/Help Desk/Limited Functionality of Cyclonis Password Manager. For registered users with fully paid and current subscriptions to Cyclonis Password Manager you are entitled to the full features of our Support/Help Desk as described on our website and in the Cyclonis Password Manager App. For the  Free Trial versions you are entitled to the same Support/Help Desk functionality and services but only for a one-time limited time period as set forth in the terms of any applicable Free Trial offer from Cyclonis.

IN THE EVENT THAT YOU DO NOT PURCHASE THE FULLY PAID CYCLONIS PASSWORD MANAGER SUBSCRIPTION AT THE END OF THE APPLICABLE FREE TRIAL PERIOD, THE PRODUCT WILL BE SIGNIFICANTLY LIMITED IN A NUMBER OF WAYS INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING: (1) YOU WILL LOSE ACCESS TO NEARLY ALL MOBILE DEVICE FUNCTIONALITY;  (2) YOU WILL HAVE NO  CLOUD SYNC FUNCTIONALITY; (3) YOU WILL HAVE EXTREMELY LIMITED DESKTOP AND PC FUNCTIONALITY; (4) YOU WILL NOT BE ENTITLED TO ANY  SUPPORT/HELP DESK FUNCTIONALITY AND SERVICES WHATSOEVER (INCLUDING TELEPHONE ASSISTANCE); AND (5) YOU DO NOT GET THE ASSURANCE OF ALL UPDATES. ANY ELECTION BY CYCLONIS TO PROVIDE SUCH SERVICES DOES NOT CREATE AN OBLIGATION TO DO SO IN THE FUTURE.

  1. UPDATES.

The Software is updated from time to time to improve its functionality and to repair bugs, among other reasons. Cyclonis will notify you when updates are available and/or installed.

The following components are updated on a continuing basis: (a) the Cyclonis Password Manager Software, (b) its databases, and (c) its updated URL list. (These updates are collectively referred to as "Content Updates").

For fully paid current subscribers and Free Trial users during the term of their Free Trial (but not for any other versions of Cyclonis Password Manager referenced in Section 5 above), you shall have the right to obtain Content Updates for the duration of your use of the Software in accordance with this Agreement.

  1. INTELLECTUAL PROPERTY RIGHTS.

The Software and any copies that you are authorized by Cyclonis to make are the intellectual property of and are owned by Cyclonis and its suppliers. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Cyclonis and its suppliers.

The Software is protected by copyright, including without limitation by United States and International copyright laws, international treaty provisions and applicable laws in the country in which it is being used.

Third party code may be aggregated or distributed with Cyclonis' proprietary and copyrighted software. The copyright notices and license terms for such third party code are detailed in the license.txt file located in the https://www.cyclonis.com/additional-terms-conditions/. Please note that the creators of this third party code may modify their licensing terms from time to time.

You may not copy the Software, except as set forth in Section 3 above ("Software License"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble, translate or jeopardize the correct functioning of the Software or Website, or otherwise attempt to discover the source code of the Software except to the extent, if any, that you may be expressly permitted to decompile under applicable law, that it is essential to do so in order to achieve operability of the Software with another software program, and that you have first requested Cyclonis  in writing to provide the information necessary to achieve such operability and Cyclonis has not made such information available. Cyclonis has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Cyclonis or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to Cyclonis, by using our Inquiries & Support form (https://www.cyclonis.com/inquiries-support/). Trade names and or trademarks (hereafter "Trademarks") shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any Trademark does not give you any rights of ownership in that Trademark. Except as expressly stated above, this Agreement does not grant you any intellectual property rights in the Software.

We welcome your comments, feedback, suggestions, ideas, submissions, proposals, recommendations, concepts or other communications ("Suggestions") about any aspect of our website, services, apps, products or technology, but note that you waive all rights that may now or in future exist (including moral and equivalent rights) in the Suggestions and you agree that we may use the Suggestions in any way, as if they are our property, without any restriction, obligation, notice, reimbursement or compensation to you.

"Your Content" means any and all content that you upload, store, retrieve, or otherwise make available through the Software. You retain all rights to Your Content, and we do not own or license Your Content. You grant us a non-exclusive, worldwide, royalty-free, license to use, modify, reproduce and distribute Your Content to provide the Software, and you warrant that none of Your Content infringes on the rights of any third party. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your account with Cyclonis Password Manager, and you further acknowledge and agree that all rights in and to your Cyclonis Password Manager account are and shall forever be owned by and inure to the benefit of Cyclonis. You agree to comply with all legal duties applicable by virtue of the submission of Your Content within the Software. If Your Content is subject to EU data protection laws and is processed by us as a data processor acting on your behalf (in your capacity as data controller), we will use and process Your Content in order to provide the Software and fulfill our obligations under this Agreement, and in accordance with your instructions as represented in this Agreement. Notwithstanding anything to the contrary, this paragraph expresses the entirety of our obligations with respect to Your Content.

  1. TRANSFER.

You may not sell, reproduce, rent, transfer, assign, lease, sublicense or authorize all or any portion of the Software to be copied onto another user's Computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer the Software and all other Software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a Computer; and (c) the receiving party expressly accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally acquired a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software. Any purported transfer in violation of this section shall be void ab initio and of no force or effect.

  1. USE ONLY AS LICENSED.

As set forth in Section 3, above, the Software may only be Used as licensed.

  1. LIMITED WARRANTY.

10.1. Software Limitations. You hereby acknowledge that Use of the Software may not be uninterrupted and cannot be guaranteed error-free and that the Software cannot and does not guarantee the security, completeness, integrity or accuracy of any stored data, or that any stored data will not be corrupted or lost. You further acknowledge that Cyclonis has no obligation to correct any defects or errors with the Software, Website, or any support services, regardless of whether you inform Cyclonis of such defects or errors or Cyclonis otherwise is, or becomes, aware of such defects or errors. You further acknowledge that such unavailability or the existence of any such errors shall not constitute a breach of the Agreement by Cyclonis, or its officers, employees, contractors, directors, parent companies, subsidiaries, affiliates, suppliers, subcontractors, agents or licensors ("Cyclonis Party").

10.2. Beta Versions. If the Software is a beta version, you acknowledge and agree that (a) the Software may contain errors and defects and may not function as intended or in accordance with its specifications; and (b) you assume all risk in using the Software and agree to take due care in the installation, execution and testing of the Software on your Computer system.

10.3. Dependencies. The Software is designed to work with external third-party applications, and in some instances, the continued functionality of the Software may be partially dependent on one or more third parties or their systems or databases. For example, the cloud-based multi-device sync function depends on usage of third party cloud services, as identified in the Cyclonis Password Manager settings (the Cyclonis-provided cloud services are also dependent upon third parties). This may require you to update the Software and/or other third-party applications to ensure compatibility and continuous or uninterrupted functionality. Cyclonis cannot and does not warrant that all currently supported third-party applications, systems or databases will remain compatible or available.

10.4. Compatible OS. The particular operating systems upon which the Software has been designed to execute and be Used will be published by Cyclonis from time to time ("Compatible OS"). You agree that you will not Use, execute or install the Software on any operating system other than a Compatible OS. You acknowledge and agree that the Software may not execute correctly and may interfere with other software or hardware if executed or Used on an operating system, which is not a Compatible OS.

10.5. Limited Warranty. In the event that any terms, conditions, representations or warranties are implied by statute, common law or equity ("Prescribed Terms") into the Agreement which cannot be excluded by the law applicable to you in your jurisdiction, the Prescribed Terms will apply to the Agreement, save that the liability of Cyclonis for breach of any Prescribed Terms will be limited, to the extent permitted by law, at the option and sole discretion of Cyclonis, to any one or more of the following: (a) the replacement of the Software to which the breach relates or the supply of equivalent Software; (b) the repair of the Software; (c) the payment of the cost of replacing the Software or of acquiring equivalent Software; or (d) the payment of the cost of having the Software repaired. If the liability of a Cyclonis Party for any breach of any Prescribed Terms is capable of exclusion, they are hereby excluded to the fullest extent permitted by law. Except to the extent provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation by the law applicable to you in your jurisdiction, or as expressly set out in this Agreement, you will not under any circumstances have any cause of action against, or right to claim or recover from, Cyclonis Parties for or in respect of any loss, damage or injury (including without limitation any loss of profit, loss of savings, indirect, incidental or consequential loss, damage or injury) arising from the supply or Use of the Software or any breach of the Agreement.

10.6. Independent Judgment. You acknowledge that you have exercised your independent judgment in acquiring the Software and have not relied upon any representations made by a Cyclonis Party which have not been stated expressly in the Agreement or upon any descriptions or illustrations or specifications contained in any document or website including, catalogues or publicity material produced by Cyclonis.

10.7. Reliance on Information. Information, opinions, commentary, and other materials posted, provided, generated or displayed in connection with the app by us or our vendors, affiliates and/or trusted partners are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on, or conclusions drawn from, such materials by any visitor to, or user of, the app, or by anyone who may be informed of any of its contents. You are solely responsible for determining the suitability of any such information or materials.

  1. DISCLAIMER.

THE LIMITED WARRANTY IN SECTION 10.5 STATES THE SOLE AND EXCLUSIVE REMEDIES FOR A CYCLONIS PARTY'S BREACH OF WARRANTY. CYCLONIS PARTIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE CYCLONIS PARTIES MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

  1. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU IN YOUR JURISDICTION, IN NO EVENT WILL ANY CYCLONIS PARTY BE LIABLE TO YOU FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, OR INCIDENTAL LOSSES, DAMAGES, CLAIMS OR COSTS WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF OR CORRUPTION TO DATA, LOSS OF REVENUE, LOSS OF USE, LOSS OF CONTRACT, LOSS OF GOODWILL OR LOSS OF OPPORTUNITY, EVEN IF AN CYCLONIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS; OR (C) ANY CLAIM BY ANY THIRD PARTY.

TO THE EXTENT PERMITTED BY THE LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE TOTAL AGGREGATE LIABILITY OF ALL CYCLONIS PARTIES UNDER OR IN CONNECTION WITH THE AGREEMENT (WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE, OR OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID CYCLONIS FOR THE SOFTWARE IN THE PREVIOUS 12 MONTHS, AND IF YOU HAVE NOT PAID CYCLONIS ANY AMOUNT FOR THE SOFTWARE SHALL BE €0 (ZERO EUROS). CYCLONIS IS ACTING ON BEHALF OF ITS SUPPLIERS, SUBCONTRACTORS, AGENTS AND LICENSORS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND/OR LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY AS PROVIDED IN THE AGREEMENT, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSE. FOR FURTHER INFORMATION PLEASE CONTACT CYCLONIS, BY USING OUR INQUIRIES & SUPPORT FORM (HTTPS://WWW.CYCLONIS.COM/INQUIRIES-SUPPORT/).

No Cyclonis Party is liable for any failure of the Software resulting from: (a) an alteration, addition, adjustment or repair that is not performed by a Cyclonis Party, (b) misuse, damage or unlicensed use of the Software by you or a third party (c) Use of Software other than in accordance with the Agreement and the Documentation or (d) any failure or interruption of any third party applications, systems or databases.

  1. EXPORT RULES.

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by any applicable export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within any nation embargoed by the United Nations, the United States and/or the European Union, and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of the Agreement.

  1. GOVERNING LAW AND DISPUTE RESOLUTION.

The existence, formation, interpretation, operation and termination of the Agreement, and all matters and disputes (whether contractual or non-contractual) related to or connected with the Agreement or its subject matter, is subject to the laws of Ireland. The Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Irish Courts will have exclusive jurisdiction over all matters and disputes (whether contractual or non-contractual) related to or connected with the Agreement or its subject matter. Nothing in this paragraph shall limit Cyclonis' rights to bring enforcement proceedings in another jurisdiction or to seek interim, protective or provisional relief in the courts of another jurisdiction.

If you are a European Union consumer you will benefit from any mandatory provisions of the law of the EU member state in which you are resident. Nothing in the Agreement, including the paragraph above, affects your rights as a consumer to rely on such mandatory provisions of local law.

  1. GENERAL PROVISIONS.

If any term of the Agreement is found illegal, void or unenforceable by a court of competent jurisdiction: such term shall be excluded to the extent of such invalidity or unenforceability; all other terms of this Agreement shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. Neither party's failure or neglect to enforce any of rights under the Agreement will be deemed to be a waiver of that party's rights. The Agreement shall not prejudice the statutory rights of any party dealing as a consumer. The Agreement may be modified by us in accordance with the "Notification of Changes By Us" section above. The Agreement may only be modified by you if agreed in writing and signed by an authorized officer of Cyclonis. Updates may be licensed to you by Cyclonis with additional or different terms. The parties are independent contractors and nothing in the Agreement shall be deemed to constitute a partnership or joint venture between the parties or constitute any party to be the agent of the other party for any purpose. The Agreement constitutes the entire agreement between Cyclonis and you relating to the Software and supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. Cyclonis will not be liable for any failure or delay in performance, due in whole or in part, to anything beyond Cyclonis' reasonable control. In the event of inconsistency or discrepancy between the English version of this Agreement and any translation into another language, the English language meaning shall control.

  1. NOTICE TO GOVERNMENT END USERS.

The Software and Documentation are licensed to government end users (a) only as commercial items; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights under copyright law are reserved.

  1. COMPLIANCE WITH LICENSES.

If you are a business or organization, you agree that upon request from Cyclonis or Cyclonis' authorized representative, you will within 30 days fully document and certify that Use of any and all Software at the time of the request is in conformity with your valid licenses from Cyclonis.

EXHIBIT 1 TERMS OF SALE  AND AUTO-RENEWAL OF SUBSCRIPTIONS

  1. SUBSCRIPTION PACKAGES

We offer several different packages for Cyclonis Password Manager. The subscription under this Agreement for the Software is for one subscriber account for use with multiple devices. (As may be reasonably and solely determined by Us to avoid any potential abusive practices under this Agreement.) User may purchase multiple subscription accounts in accordance with the terms under this Agreement and as set forth on Our Purchase Pages. The cost and charges for the Software under this Agreement are those from Us and related to the Product – any charges for your computer/device service providers (and/or mobile service providers) that may apply depending upon your usage are not included under this Agreement.

We offer registered users for the fully paid Cyclonis Password Manager standard subscription the full features of Cyclonis Support/Help Desk as more fully described in our website and App.

For our fully paid registered users, we also require you to take out and maintain a valid paid subscription to receive these support features. You can find the latest pricing and available versions on our website and our purchase pages. You agree to pay us all applicable charges, VAT and/or taxes where applicable in connection with the Cyclonis Password Manager subscription that you acquire from us. In the event that you do not purchase the fully paid Cyclonis Password Manager subscription at the end of the applicable Free Trial period, the product will be limited to usage with desktop computers only and you will lose all access to mobile device functionality with NO cloud sync multi-device functionality for mobile devices, and you are NOT entitled to any helpdesk/support whatsoever (or telephone assistance), and you do not get the assurance of all Updates. Any election by Cyclonis to provide such services does not create an obligation to do so in the future.

Your right to use or have any access to any form of the Free versions of Cyclonis Password Manager is not guaranteed and, in our sole discretion, we reserve the right to terminate or limit any use or service under any Free version of Cyclonis Password Manager. Typically, where your use is under the Free Trial period, you will have use for the term of the Free Trial as offered by Cyclonis for the particular Free Trial version you subscribed to,  after which all access and service will be extremely limited unless you pay for a fully paid subscription. To the extent permitted by law, the access and service under any Free Trial period is provided by us on an "As Is" basis and without any form of warranty or indemnity.  Consistent with our Special Discount Terms, we reserve the right to modify any promotions, discounts or Free Trial offer at any time without any notice.

  1. PAYMENT AND BILLING

The total price for your  Paid Subscription will be displayed on the purchase confirmation page that you are directed to after you place your order (the price may include VAT and/or taxes, if applicable). Your Paid Subscription will remain in effect until it is terminated or cancelled in accordance with this Agreement.

The following payment methods are accepted: American Express, Visa, MasterCard, PayPal and Discover. Your card issuer may charge you certain fees, such as foreign transaction fees or other fees related to any processing or refund related to your payment. By providing us with a payment method you represent and warrant that: (a) you are authorised to use the payment method you provide; and (b) the payment information you provide is true, accurate and not misleading. By providing us with a payment method you authorise us to charge you the applicable subscription fees on a recurring basis using your preferred payment method until you cancel. If any payment is not successful in a timely manner and under the terms of this Agreement (either in connection with an initial subscription purchase and/or any renewal), for example, because your card has expired, due to insufficient funds, or for any other reason, and you do not change your preferred payment method, we may immediately suspend your access to and/or your Use of the full functionality of the Software until a valid payment method is obtained.

  1. AUTO-RENEWAL OF YOUR SUBSCRIPTION

We will send a number of email notifications to the email address you used when registering to remind you that you may cancel your subscription before the end of the Paid Subscription period. If you do not cancel your Paid Subscription before the end of a Paid Subscription period, your Paid Subscription will auto-renew for a further 6-month period at the end of each Paid Subscription period at the retail price of the Cyclonis Password Manager product subscription as of the date of your initial purchase provided that you have maintained a continuous subscription and your preferred payment method will be billed accordingly.

  1.   CANCELLING YOUR SUBSCRIPTION

You may cancel your Subscription at any time. Refunds for a Paid Subscription are only issued if users cancel and request a refund for their Paid Subscriptions within 30 days of purchase.

The fastest way to cancel your Paid Subscription is to notify the Cyclonis third party payment partner who processed your subscription order. You can find the appropriate contact details and further helpful information in your purchase confirmation email.  Please ensure that your request for a refund includes your name, details of the order (including order confirmation number) and, where available, your phone number and the registered email address from your order confirmation. In the event you need any additional help, you may contact the Cyclonis Support department.

If you cancel beyond the initial 30 day cancellation period described in Section 5, you cannot apply for a refund for payments already made, and you will continue to have access to the features of your chosen Paid Subscription package through to the end of your Paid Subscription period. No credits or refunds are provided for any partial-Paid Subscription periods. Paid Subscriptions are personal and are non-transferable. If your Paid Subscription lapses or expires and you want to continue to receive the functionality of your chosen package, it is your responsibility to renew. Some countries have mandatory local laws regarding your cancellation rights. This Exhibit does not override those laws.

  1. RIGHT TO CHANGE YOUR MIND IF YOU ARE A CONSUMER

If you are a consumer and have changed your mind about purchasing a subscription to the Services, you can cancel and apply for a refund within the first 30 days from your purchase transaction date. You must notify our third party payment partner or Cyclonis in writing that you are cancelling your subscription and are requesting a refund, and you do not need to give any reason. Otherwise a minimum subscription period of 6 months applies. Any refund may be subject to lawful deductions. If it appears to us that you are abusing the refund system, we reserve the right to immediately withdraw your access to this offer. If you receive a refund under this Section 5 you will immediately stop receiving access to the full functionality of the Services. More information about how to send a cancellation and refund request is described in Section 4 (Cancelling your subscription) above.

  1. PRICE CHANGES

We may change the price of our products and/or services from time to time by notifying you in writing in advance. If your subscription is set to auto-renew and the price has increased, you will be notified in advance of the applicable new price and you will be allowed to cancel your subscription within 14 days of receipt of our notice. If you do not cancel within that time, any price change will apply no earlier than 30 days following the date you were first notified of the price change.

  1. SUSPENSION AND TERMINATION

7.1. Your Rights. You may cease using the Software at any time. To close your account, please follow the instructions at https://www.cyclonis.com/account-password-manager/delete-account/.

7.2. Our Rights. Access to the Software and/or its Services is permitted on a temporary basis and we may at any time, in our sole discretion limit, suspend, cancel or terminate (in whole or in part) your account or your access to any or all of the Software if: (a) you violate this Agreement; (b) you are not, or we suspect you are not, complying with the Do’s and Dont’s Policy set out in Exhibit A; (c) we believe, in our sole discretion, that you pose a threat or risk to the Software, our business, our staff, and/or any other person or entity; or (d) you have not accessed the Software or used it actively for a period of 12 consecutive months and you do not have a current Paid Subscription or (e) you are default and not current on your subscription payment obligations. We are not liable to you or any third party for any limitation, suspension cancellation, or termination of your account or of your access to the Software; or for any inability to access your User Content. To allow users to conveniently reactivate their Cyclonis Password Manager account(s), should they wish, by default, we will retain the account information and data for a reasonable period of time as a convenience to users.

7.3.  Remedy Notice. Unless section 7.4 applies, before taking action under section 7.2 we will attempt to provide a written ‘notice to remedy’ to you by contacting you at the email address associated with your account although we do not assume an obligation to ensure that a "notice to remedy" is sent.

7.4. No Notice. In all events, we are not under an obligation to provide a written ‘notice to remedy’ to you under section 7.2 if doing so may result in us suffering legal or regulatory liability; in any way compromises the safety or security of the Software, our business, our staff, or any other person or entity; or in any way compromises our ability to provide our Software or operate our business.

7.5. Discontinuing the Software or Features. We may at any time, in our sole discretion, limit, withdraw or discontinue (temporarily or permanently) all or any parts of the Software or features. For example, this may be in response to legal or regulatory requirements, our business requirements, or other factors such as, without limitation, your being in default on your subscription account obligations.

7.6. Temporary Access to User Content. Following any termination or expiry of this Agreement or of your subscription, or any cancellation or discontinuance, permanent suspension or withdrawal of the Software and/or its Services by us in accordance with this Agreement, we will use reasonable endeavours to give you notice at the email address associated with your account, and allow you a grace period of up to, and no longer than, 40 days to have access to your account for the limited purpose to download or export user content from the Software; and fully delete your user content so that you are not using the Software in any manner or form. During this 40 days grace period you will not have any right to use the full functionality of your account except as described herein to remove user content and, in particular, you will not be able to create any new user content or revise any of the user content in your account.

Following expiry of this 40 DAYS period all access to User Content shall immediately stop and we reserve the right to fully and irretrievably delete and/or expunge User Content without further notice and without any liability to you. Despite the foregoing, depending on the circumstances, we reserve the right to exercise our discretion with regards to the duration and scope of the use of the Software and/or its Services of any notice we send to you and/or any other action we take. Our exercise of such discretion and/or forbearance in enforcing these provisions – or any other provisions of this Agreement – shall not create any rights for users and/or any obligations on us.