Enterprise License Agreement

This Enterprise License Agreement (the "Agreement") governs OrcheSight Enterprise (the "Software") — the edition of the OrcheSight platform that you deploy and operate inside your own cloud tenant. It applies whether you obtained the Software directly from us or through a marketplace listing, including Microsoft Marketplace.

For the multi-tenant hosted service at orchesight.com, see our Terms of Service instead. Your use of either is subject to our Privacy Policy.

1. License grant

Subject to this Agreement and to payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software during the licence term, within your own infrastructure, for your internal business purposes and those of your Affiliates.

The scope of your licence — the number of seats, the modules enabled, the licence term, and any capacity limits — is set out in the ordering document, quote or purchase order agreed between us (the "Order"). Where this Agreement and an Order conflict, the Order prevails.

2. How the Software is licensed and billed

The Software is licensed on a bring-your-own-licence basis. Where you acquire it through a marketplace listing, the marketplace operator does not charge you for the Software itself; we invoice you directly under the Order. You remain responsible to your cloud provider for the infrastructure the Software runs on, which is billed to you by that provider.

Where a reseller or authorised partner is named in the Order, that partner may invoice you instead, on the terms agreed with them. This Agreement still governs your use of the Software.

3. Licence keys

The Software is licence-key gated. We issue a key reflecting the scope in your Order. Without a valid key the Software installs but remains locked, and features become unavailable when a key expires or is revoked. You must not circumvent, disable, or tamper with licence enforcement.

4. Your data and your environment

You deploy the Software into infrastructure you control and you provide the data stores it uses. All content you process — cases, evidence, documents, and the audit trail — remains yours and stays inside your boundary.

We have no operational access. We do not run, administer, or connect to your deployment, and we do not receive your content. Beyond licence validation, the Software does not transmit data to us. You are the controller of personal data you process, and you are responsible for the lawful basis for that processing, for configuring access controls and retention, and for backups and disaster recovery in your environment.

5. Restrictions

You may not:

• provide the Software to third parties as a hosted or managed service, except as expressly permitted in an Order;
• reverse engineer, decompile or disassemble the Software, except to the extent that restriction is prohibited by applicable law;
• remove or obscure any proprietary notices;
• exceed the seats, capacity or modules licensed in your Order, or use the Software for the benefit of anyone other than you and your Affiliates;
• use the Software in violation of applicable law, including data protection, surveillance and evidence-handling law that applies to you.

6. Intellectual property

We and our licensors retain all right, title and interest in the Software, including all improvements and any feedback you choose to give us. Nothing in this Agreement transfers ownership of the Software to you. Third-party and open-source components are licensed under their own terms, which are identified in the Software's documentation.

7. Support and updates

Support is provided at the level stated in your Order. Because you operate the deployment, applying updates we make available is your responsibility, and we support versions in accordance with our published support window. We are not responsible for issues caused by modified components, unsupported versions, or infrastructure you operate.

8. Warranty and disclaimer

We warrant that the Software will perform materially as described in its documentation during the licence term. Your exclusive remedy for a breach of this warranty is that we will use reasonable efforts to correct the Software or, if we cannot do so within a reasonable period, refund the fees paid for the affected period.

Except as stated above, and to the maximum extent permitted by law, the Software is provided "as is" without warranties of any kind, whether express, implied or statutory, including merchantability, fitness for a particular purpose and non-infringement. The Software supports investigative and compliance work; it does not provide legal advice, and conclusions drawn from it remain your responsibility.

9. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility. Each party's total aggregate liability arising out of or related to this Agreement is limited to the fees paid or payable by you for the Software in the twelve months preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party's breach of the other's intellectual property rights, or to liability that cannot be limited under applicable law.

10. Term and termination

This Agreement runs for the licence term in your Order and renews only as that Order provides. Either party may terminate for material breach that remains uncured 30 days after written notice. On termination or expiry your licence ends and you must stop using the Software and remove it from your systems; your data remains in your environment and under your control throughout.

11. Compliance and export

Each party will comply with applicable anti-corruption, sanctions and export-control laws. You confirm that you are not subject to sanctions that would prohibit this licence, and that you will not make the Software available to any person or in any jurisdiction where doing so is prohibited.

12. Confidentiality

Each party will protect the other's confidential information with at least reasonable care and use it only to perform this Agreement. This does not apply to information that is public through no fault of the recipient, independently developed, or required to be disclosed by law, provided the recipient gives notice where it lawfully may.

13. Governing law

This Agreement is governed by the laws of the State of Delaware, United States, excluding its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the courts located there. Where the Order names a different contracting OrcheSight entity or authorised partner, the governing law stated in that Order applies instead.

14. Changes to this Agreement

We may update this Agreement for new licences and renewals. The version in force when your licence term began continues to govern that term. Material changes will be reflected in the "Last Updated" date above.

15. Contact