End User License Agreement

Applies to the Guard0 software.

Last updated January 2025. Rakshan AI, Inc.

This End User License Agreement ("Agreement") is a legal agreement between you ("Licensee" or "you") and Rakshan AI Inc. ("Company," "we," "us," or "our") for the use of Guard0 software, including any associated documentation, updates, and related services (collectively, the "Software").

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.

1. Grant of License

Subject to the terms of this Agreement and payment of applicable fees, Company grants you a limited, non-exclusive, non-transferable, revocable license to:

>Install and use the Software solely for your internal business purposes;
>Use the Software in accordance with any documentation provided;
>Make a reasonable number of copies of the Software for backup purposes only.

This license does not include the right to sublicense, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software.

2. Restrictions

You agree NOT to:

>Copy, modify, or distribute the Software or any portion thereof;
>Reverse engineer, disassemble, decompile, or attempt to derive the source code of the Software;
>Rent, lease, lend, sell, sublicense, or transfer the Software to any third party;
>Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;
>Use the Software to develop competing products or services;
>Use the Software in violation of any applicable laws or regulations;
>Use the Software to process data in a manner that infringes the rights of any third party;
>Circumvent or disable any security or access control features of the Software;
>Use the Software beyond the scope of the license granted herein.

3. Intellectual Property

The Software and all copies thereof are proprietary to Company and title thereto remains exclusively with Company. All rights in the Software not specifically granted in this Agreement are reserved to Company. The Software is protected by copyright laws and international treaty provisions.

You acknowledge that the Software contains trade secrets and confidential information of Company. You agree to maintain the confidentiality of such information and not to disclose it to any third party.

4. Data Collection and Privacy

The Software may collect certain usage data, telemetry, and diagnostic information to improve functionality and performance. By using the Software, you consent to such data collection in accordance with our Privacy Policy.

You retain all rights to any data you process through the Software. Company does not claim ownership of your data.

5. Support and Updates

Company may, at its sole discretion, provide updates, upgrades, or new versions of the Software. Such updates may be subject to additional or different terms. Company is under no obligation to provide support, maintenance, updates, or modifications to the Software unless otherwise agreed in a separate support agreement.

6. Term and Termination

This Agreement is effective until terminated. Company may terminate this Agreement immediately upon written notice if you breach any provision of this Agreement.

Upon termination:

>All licenses granted herein shall immediately cease;
>You must immediately cease all use of the Software;
>You must destroy all copies of the Software in your possession or control;
>You must certify in writing to Company that you have complied with the foregoing.

Sections 3, 7, 8, 9, 10, and 11 shall survive any termination of this Agreement.

7. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, DIRECT LIFE SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY CASE, COMPANY'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

>Your use or misuse of the Software;
>Your violation of this Agreement;
>Your violation of any applicable law or regulation;
>Any data or content you process through the Software.

10. Export Compliance

You acknowledge that the Software may be subject to export control laws and regulations. You agree to comply with all applicable export laws and regulations, including the U.S. Export Administration Regulations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the award may be entered in any court having jurisdiction.

Artificial Intelligence Provisions

12. AI Output Disclaimer

The Software utilizes artificial intelligence and machine learning technologies to provide security analysis, threat detection, and recommendations. You acknowledge and agree that:

>AI outputs are probabilistic, not deterministic. The Software's AI components may produce varying results for similar inputs and may not detect all security threats or vulnerabilities;
>AI outputs may contain errors, inaccuracies, or omissions. The Software may generate false positives, false negatives, or incomplete analysis;
>AI outputs do not constitute professional security advice. All outputs should be reviewed and validated by qualified security personnel before taking action;
>AI performance may vary based on the quality, completeness, and nature of input data provided.

13. Human Oversight Requirement

You agree to maintain appropriate human oversight over all AI-generated outputs, recommendations, and automated actions. The Software is designed to augment, not replace, human security expertise. You are solely responsible for:

>Reviewing and validating AI-generated security assessments;
>Making final decisions regarding security actions and remediation;
>Ensuring appropriate human review before implementing automated responses;
>Configuring automation thresholds and approval workflows appropriate for your risk tolerance.

14. AI Training and Model Data

>Your Data: Unless you explicitly opt-in to a data sharing program, your data will NOT be used to train, improve, or fine-tune Company's AI models or any third-party AI models.
>Aggregated Analytics: Company may collect anonymized, aggregated telemetry data about Software usage patterns to improve product functionality. Such data cannot be used to identify you or reconstruct your specific data.
>Model Updates: The AI models powering the Software may be updated periodically. Such updates may alter the behavior, accuracy, or outputs of the Software.

15. Third-Party AI Services

The Software may incorporate or connect to third-party AI services and models (e.g., large language models, cloud AI services). You acknowledge that:

>Use of such third-party services is subject to their respective terms of service and privacy policies;
>Company is not responsible for the availability, accuracy, or conduct of third-party AI services;
>Data transmitted to third-party AI services may be processed according to those providers' data handling practices;
>Company will disclose which third-party AI services are utilized in the Software documentation.

16. Prohibited AI Uses

In addition to the restrictions in Section 2, you specifically agree NOT to use the Software or its AI capabilities to:

>Develop, train, or improve competing AI security products or services;
>Extract, reverse engineer, or replicate the AI models, algorithms, or training methodologies;
>Generate or facilitate malicious code, exploits, or attack tools;
>Conduct offensive security operations against systems you do not own or have authorization to test;
>Circumvent, disable, or evade security controls of other systems;
>Process data in violation of applicable AI regulations, including the EU AI Act, where applicable;
>Use AI outputs to make fully automated decisions that have significant legal or similarly significant effects on individuals without appropriate human review;
>Misrepresent AI-generated outputs as human analysis or professional security certifications.

17. AI Accuracy and Performance

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING:

>The accuracy, completeness, or reliability of AI-generated outputs;
>The Software's ability to detect all security threats, vulnerabilities, or anomalies;
>The suitability of AI recommendations for your specific security requirements;
>The performance of AI models on data distributions different from those used in development.

YOU EXPRESSLY ACKNOWLEDGE THAT AI SYSTEMS HAVE INHERENT LIMITATIONS AND THAT THE SOFTWARE MAY FAIL TO DETECT THREATS OR MAY GENERATE INACCURATE RECOMMENDATIONS. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES RESULTING FROM RELIANCE ON AI-GENERATED OUTPUTS.

18. Autonomous Agent Operations

If you enable autonomous or semi-autonomous security agent features:

>You are solely responsible for configuring appropriate guardrails, approval workflows, and operational boundaries;
>You accept full responsibility for any actions taken by autonomous agents within your environment;
>Company recommends implementing least-privilege access controls for all autonomous operations;
>You agree to monitor autonomous agent activity and maintain audit logs;
>Company is not liable for any damages, data loss, or service disruption caused by autonomous agent actions, whether intended or unintended.

19. AI Bias and Fairness

Company strives to minimize bias in AI outputs but cannot guarantee that the Software is free from all forms of bias. You acknowledge that:

>AI models may reflect biases present in training data or algorithmic design;
>You are responsible for evaluating whether the Software's outputs are appropriate for your use case;
>Company welcomes feedback regarding potential bias issues to improve the Software.

20. Regulatory Compliance

You are solely responsible for ensuring your use of the Software's AI capabilities complies with all applicable laws and regulations, including but not limited to:

>The EU Artificial Intelligence Act and related regulations;
>GDPR and other data protection laws as they apply to AI processing;
>Industry-specific AI regulations (financial services, healthcare, etc.);
>Export control regulations applicable to AI technologies.

Company may provide compliance documentation and certifications where available, but such documentation does not guarantee compliance with your specific regulatory obligations.

General Provisions

21. General Provisions

>Entire Agreement: This Agreement constitutes the entire agreement between you and Company regarding the Software and supersedes all prior agreements and understandings.
>Amendment: Company reserves the right to modify this Agreement at any time. Continued use of the Software after such modifications constitutes acceptance of the modified terms.
>Severability: If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
>Waiver: The failure of Company to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
>Assignment: You may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Company. Company may assign this Agreement without restriction.
>Notices: All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified mail to the addresses specified by each party.

22. Contact Information

For questions about this Agreement, please contact:

Rakshan AI Inc.

Email: legal@guard0.ai

Website: https://guard0.ai

BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.