Software License Agreement

BEFORE DOWNLOADING, INSTALLING AND USING ENIGMA’S SOFTWARE (THE “SOFTWARE”), YOU SHOULD CAREFULLY READ THIS SOFTWARE LICENSE AGREEMENT (“SOFTWARE LICENSE AGREEMENT”). CLICKING “I AGREE” OR OTHERWISE DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON LICENSING THE SOFTWARE, EITHER ON BEHALF OF YOURSELF OR ANY THIRD PARTY ENTITY (“YOU”) AND ENIGMA. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT, YOU HAVE NO RIGHT TO DOWNLOAD, INSTALL AND/OR USE THE SOFTWARE. THE RIGHT TO USE THE SOFTWARE IS ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT.

BY INSTALLING AND/OR BY USING THE SOFTWARE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THAT THE SOFTWARE WILL BE USED ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS REGISTERING OR USING THE SOFTWARE ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS TO ENIGMA THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM.

1) General

1.1) This Software License Agreement may be updated from time to time and applies in addition to Enigma’s Standard Terms. Any capitalised terms not otherwise defined herein, shall have the meanings ascribed to them in the Standard Terms.

1.2) Except where expressly stated otherwise, this Software License Agreement is subject to and governed by Enigma’s Standard Terms. In the event this document is silent on any matter, the relevant provisions of the Standard Terms shall apply and shall govern that subject matter accordingly.

1.3) Any reference to Enigma services or product (including software) shall also include Third-Party Licences or any affiliated connections or networks, as appropriate. Any capitalised terms not otherwise defined herein, shall have the meanings ascribed to them in the Standard Terms.

2) Grant of License

2.1) Subject to full compliance with the Standard Terms and the applicable Sales Form(s), Enigma grants you a non-exclusive, non-transferable, non-sublicensable license to install and use the Software solely for your internal purposes, and strictly in accordance with the documentation and the scope of Services set out in the relevant Sales Form.

3) Ownership & Rights

3.1) All intellectual property and proprietary rights in and to the Software are owned by Enigma or its licensors. This Software License Agreement does not convey any ownership rights. All rights not expressly granted herein are reserved by Enigma. You agree not to copy, modify, or distribute the Software except as expressly permitted.

4) Restrictions

4.1) You shall not, and shall not permit others to:

  1. Sublicense, assign, rent, lease, or transfer the Software;
  2. Modify, adapt, translate, or create derivative works;
  3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code;
  4. Remove or obscure any proprietary notices;
  5. Use the Software in violation of any applicable law, third-party license, or export regulation.

5) Usage Data & Diagnostics

5.1) The Software may transmit technical data and related information (“Usage Data”) to Enigma, including system metrics, configuration settings, IP addresses, performance, and usage patterns. Enigma may use such data to support, maintain, enhance, or improve the Software or related services. Data sharing with third-party partners shall be governed by applicable privacy laws and the Enigma Standard Terms.

6) Term and Termination

6.1) This Software License Agreement remains in effect for the duration of the license period as set out in the relevant Sales Form or the Standard Terms (as applicable) unless terminated earlier:

  1. In accordance with the Standard Terms;
  2. In accordance with the relevant Sales Form; or
  3. Immediately if you cease using the Software or violate this Software License Agreement.

6.2) Upon termination:

  1. All licenses immediately cease;
  2. You must delete all copies of the Software;
  3. Outstanding payment obligations remain enforceable.

7) No Warranty

7.1) The Software is provided “as is” and “as available.” Enigma disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and error-free operation. Any warranties applicable to Services or Deliverables are addressed separately in the Standard Terms.

8) Limitation of Liability

8.1) To the maximum extent permitted by law, Enigma shall not be liable for indirect, incidental, special, or consequential damages (including lost profits, business interruption, or data loss). Enigma’s total cumulative liability under this Software License Agreement shall not exceed the total license Fees paid for the Software in the prior twelve (12) months or GBP £25,000 / USD $30,000, whichever is lower.

9) Confidentiality

9.1) All non-public information disclosed in connection with the Software or its use shall be treated as Confidential Information under the terms of the Standard Terms.

10) Export Compliance

10.1) You agree to comply with all applicable export control laws and regulations. The Software may not be exported or re-exported to certain countries or used for prohibited purposes (e.g., military, weapons, surveillance) without appropriate licenses.

11) Support and Updates

11.1) Support services, if any, are described in the Sales Form or Enigma documentation. Enigma may release updates or patches at its discretion. Installation and use of updates are subject to the terms of this Software License Agreement and any applicable Sales Form.

12) General

12.1) This Software License Agreement:

  1. Is governed by the laws of England and Wales;
  2. Is subject to the exclusive jurisdiction of the courts of England;
  3. May not be assigned by the Client without Enigma’s written consent;
  4. Shall not be construed as creating any agency, joint venture, or partnership;
  5. Forms an integral part of the Enigma contractual framework, including the Standard Terms and Sales Form(s).

12.2) By using the Software, you confirm that you are authorized to accept and comply with the terms of this Software License Agreement on behalf of your organization and that you understand and agree to be bound by its terms.