THIS AGREEMENT is entered into as of Sat March 28th 2020 ("Effective Date"), by and between "), by and between Insight Cyber Group, LLC., a Delaware Corporation with its principal office located at 9650 Strickland Rd, Ste. 103-342, Raleigh, NC 27615 ("Insight"), and the company written below, a corporation with its principal office located at the location entered below ("You"). All references to “we”, “us”, or “our” shall mean Insight.


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1. The Service and Software. The product for your evaluation is an IIoT Visibility & Monitoring Service with our installed Collector device (“Software”) (the service, appliance and the software are referred to as the “Product”).

2. Complimentary Product Evaluation. You are authorized to use the Product on a royalty-free basis for purposes of testing and evaluation, only for Your own internal business purposes. The evaluation period shall be 30 days from provisioning of the Product. For the 30 day period, Insight will monitor and inform stakeholders of the cyber health of their industrial facilities via technology, analytics, monitoring and reporting via a portal. After the expiration of the evaluation period, you agree to return the Product and any and all accompanying documentation to Insight at Your expense via common carrier ground service. You are not authorized to retain any copies of the Software or documentation, unless expressly authorized by Insight. Failure to return the Collector device after the expiration of the evaluation period will constitute acceptance of service with recurring monthly fee of $2,000.00 monthly, effective until written notice of cancellation 90 days prior to cancellation date.

3. Restrictions. You may not: (i) permit others outside Your organization to use the Product; (ii) modify or translate the Software; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Software; (v) merge the Software with another product; (vi) copy the Software, except as expressly provided above; (vii) remove or obscure any proprietary rights notices or labels on the Software; (viii) conduct gap analysis on the Product with or on behalf of competitor(s) of Insight; or (ix) share any gap analysis on the Product with anyone outside your organization.

4. Technical Support. If You have questions about the Product, or if You believe that You have discovered an error in the Software, You may notify Insight by Insight’s designated electronic mail support address. Insight shall provide technical support services at no charge.

5. Warranty Disclaimer. INSIGHT PROVIDES THE PRODUCT "AS-IS." NEITHER INSIGHT NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. INSIGHT AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE PRODUCT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE PRODUCT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. Under local law, certain limitations may not apply, and you may have additional rights which vary from state to state.

6. Limitation of Liability. INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL INSIGHT OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF INSIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7. Ownership. Insight and its suppliers own both the Software and appliance (either virtual or hardware, as applicable) and all intellectual property rights embodied therein, including without limitation, copyrights. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides You only a limited use license, and no ownership of any intellectual property.

8. Confidentiality. For purposes hereof, "Confidential Information" of Insight means information of Insight which relates to the design, operation, functionality, and test results of the Software. You may use Confidential Information of Insight only for the purposes of this Agreement. You shall protect such Confidential Information from disclosure to others outside your organization, using the same degree of care used to protect Your own proprietary information of like importance, but in any case using no less than a reasonable degree of care.

9. Transfers. You may not transfer the Product or any rights under this Agreement without the prior written consent of Insight. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.

10. Injunctive Relief. You agree that any breach of any provision hereof regarding confidentiality or protection of intellectual property rights would constitute irreparable harm, and that we will be entitled to specific performance and/or injunctive relief in addition to other remedies at law or in equity.

11. Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, or U.S. Mail (registered or certified only), return receipt requested, to the address set forth above or at such other addresses as shall be designated in writing by either party to the other in accordance with this Section. Such notice will be deemed to be given when received.

12. Termination By You For Convenience. You may terminate this Agreement and all rights granted herein at any time for convenience by providing ten (10) days prior written notice to us. Any provisions of this Agreement that by their nature are continuing, including without limitation Section 8 (Confidentiality), will survive termination or expiration of this Agreement.

13. Export Laws. For all or any portion of the Software or related technical data exported, re-exported, transported or transmitted outside the United States by any means, including without limitation, by physical delivery, email, electronic transmission, or download from a website, You agree to comply fully with all relevant export laws and regulations of the United States to assure that neither the Software nor any related technical data or direct product thereof, is exported directly or indirectly whether pursuant to a permitted transfer, or otherwise, in violation of United States law.

14. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of Delaware, USA, excluding rules regarding conflicts of law. This license is written in English and English is its controlling language.

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