Partner License Agreement

      By distributing and using Group-IB Products in any permitted by the Partnership agreement way and registering on the Web Portal where applicable, the Partner agrees to comply with all the terms and conditions in this Group-IB’s Partner License Agreement (hereinafter – PLA). If the Partner does not agree with all or part of the terms and conditions in this PLA, the Partner should immediately stop using any of Group-IB Products.

     This Group-IB’s Partner License Agreement constitutes an integral part of the Partnership Agreement. In the event of any discrepancies, the terms and conditions of the Partnership Agreement will prevail over the terms and conditions of this PLA.

Activation means the moment when the Licensor assigns an account to the Partner’s End User on the Web Portal.

Activation code means a 16-digit code provided to the Partner’s End User by the Licensor in order to activate an account on the Web Portal for some of the Licensors’ Software Products.

Agreement means an agreement for the supply of software and hardware, a license agreement or another agreement concluded between the Partner and Partner’s End User that serves as the basis for granting the End User the right to use the Software.

Device means the server hardware or virtual machine on which the Software should be installed and/or run.

End User means an individual who legally uses the Software on their own behalf or on behalf of their employer, a legal entity (or based on contracts with the legal entity) based on the respectful agreement with Partner.

Licensor means a legal entity that is a party to a respective Partnership Agreement and that is a part of Group-IB group of companies.

Object of Embedding means a program code of the website and/or mobile application, and/or server equipment, and/or a virtual machine, and/or cloud storage on which the Software is designed to work or on which the Software is installed and/or used, depending on the type of Software.

Partner means a legal entity entered into the Partnership Agreement with the Licensor and performing partner obligations under the Partnership Agreement and this PLA.

Partner Portal means a web resource located at https://partners.group-ib.com/English/ where every Partner has an account. All actions performed by the Partner through the Partner Portal are legally binding.

Software means the Group-IB software Products, as follows:

– Group-IB XDR, which consists of the following parts including the following software positions, jointly or separately, cloud-based version or on-premises version, of one of three possible types (Standard/PRO/Enterprise) and:

a) Group-IB XDR – Extended Detection and Response Software that leveraging both the increasing number of telemetry sources and the ever-evolving security tools and technologies, providing superior detection and response capabilities;

b) Network Traffic Analysis designed to analyze incoming and outgoing data packages. Using its own signatures, XDR detects interactions between infected devices and adversary infrastructure, general network anomalies, and behavior anomalies of network devices. Objects from various network-related sources are also extracted for further analysis;

с) Malware Detonation Platform carries out behavioral analysis of files extracted from emails, network traffic, file storage systems, PCs, and other sources. The analysis is conducted in realistic virtual environments, and advanced tech provides deep IoC extraction and battles modern evasion techniques;

d) Group-IB Business Email Protection that allows Customer to block and hunt for the most advanced email threats with patented email security technology;

e) Group-IB Endpoint Detection and Response that provides end host control and protection against targeted attacks. Collect additional contextual information, forensically relevant data, detect malicious activity on the host, and respond to

f) XDR console unifies the telemetry sources, correlates events, provides a shared environment to connect with Group-IB experts, investigate and respond to threats. It’s a single-entry point to control your security infrastructure.

– Group-IB Fraud Protection designed to detect fraudulent activity and protect the information security of users on the End User’s online resources, the result of which is displayed on the Web Portal, depending on the type of Software specified in the respective agreement (if available) and in accordance with the User Manual. The User Manual is available at https://fhwiki.group-ib.tech/ privately and access to it is provided by the Licensor by sending a login link to the End User’s email address no later than the date on which the right to use the Software is granted.

– Group-IB Threat Intelligence is designed to provide unparalleled insight into End User’s adversaries and maximizes the performance of every component of information security with strategic, operational, and tactical intelligence with access to different type of data, depending on the type of Software specified in the respective agreement.

– Group-IB Attack Surface Management, is an intelligence-driven SaaS solution designed to discover, assess, and help manage End User’s attack surface, and to provide full visibility of all Internet-facing assets, identify vulnerabilities, and prioritize remediation tasks to strengthen security in accordance with the technical requirements described in the User Manual located at https://asm.group-ib.com/info/manual.

– Group-IB Digital Risk Protection software designed to automatically monitor Internet resources for phishing, Internet fraud, brand abuse and illegal use of intellectual property with a possibility to mitigate such violations.

Update(s) means any Software upgrades, patches, enhancements, and modifications.

Update Center means a network resource belonging to the Licensor located at tdsi.group-ib.sg:443 (Singapore) or tdsi.de.group-ib.co:443 (Germany) and used to deliver updates and collect technological data described in the XDR User Manual.

User Manual means support materials relating to the Software, owned by the Licensor, and provided electronically on the Web portal.

Web Portal means the cloud user interface which the Partner needs in order to operate the Software located at:

https://huntbox.sg.group-ib.com – for Group-IB XDR, cloud in Singapore;

https://huntbox.de.group-ib.com – for Group-IB XDR, cloud in Germany;

https://asm.group-ib.com – for Group-IB Attack Surface Management;

https://drp.group-ib.com – for Group-IB Digital Risk Protection;

https://fhp-de.group-ib.com – for Group-IB Fraud Protection, cloud in Germany;

https://fhp-au.group-ib.com – for Group-IB Fraud Protection, cloud in Australia;

https://fhp-sg.group-ib.com – for Group-IB Fraud Protection, cloud in Singapore;

https://tap.group-ib.com – for Group-IB Threat Intelligence.

2.1. The Partner is granted a non-exclusive license to grant/sublicense to its End Users a right to use the Software from the moment that the Software is activated and during the timeframe specified in the Agreement (if available) or during the term displayed in the End User account on the Web Portal, in accordance with the technical requirements described in the User Manual and the terms and conditions of the Software End User License Agreement (EULA) and the respective Agreement.

2.1.1. The Partner has the right to use the Software only to the extent required to demonstrate, sublicense, or sell it to its End Users. The Partner does not have the right to use the Software for its own internal purposes (internal use) unless otherwise expressly stated in the Partnership Agreement or in the request therefor.

2.1.2. The Partner receives the right to use the Software to the extent necessary to demonstrate it to potential End Users for promotional and sales purposes, as well as the rights necessary to sell/sublicense the Software to its End User, including the right to transfer the assigned credentials and Activation code.

2.1.3. The Partner and its End User are granted the right to use the Software by reproducing it (restricted to installing, copying, and running/launching the Software).

2.1.4. The license term, usage area, and license fee are specified in the respective Agreement. The Partner’s End Users have the right to use the Software in relation to the Objects of Embedding and within the scope of the Software features specified in the relevant Agreement (if available).

2.1.5. The Partner agrees to comply with the terms of this PLA and to enter into contracts with its End Users that contain the basic license terms set forth in this PLA and do not conflict with its terms. Partner agrees to inform its End Users that each Licensor Product contains EULA, that all the End User will be required to review and accept.

2.2. After activating the Software, the Partner’s End User has, during the time specified in the respective Agreement or in the End User account on the Web Portal, the right to automatically receive Software Updates when the Licensor releases them as well as technical support via the Web Portal in accordance with section 3 hereof.

2.2.1. Software Updates become available to the Partner’s End Users as soon as they are released by the Licensor by sending (in the ways specified in the relevant Agreement) a link to the program file for subsequent installation on the Object of Embedding for updating the Software and independently downloading the Software by the Partner’s End User using the Internet.

2.3. Software functionality depends on the type of the License used and specified in the respective Agreement and corresponds to the description in the User Manual and/or in the Agreement (if available). The Partner’s End User has the right to use the Software on the number of devices specified in the relevant Agreement (if available).

2.4. From the Activation date, the Partner’s End User should use the Software intended for informational purposes for such purposes only (informational purposes includes testing/ PoC/trials) during the trial period specified in the Agreement. It is prohibited to use the Software for other purposes or after the trial period ends. The term of using the Software trial version is specified in the Partner’s End User’s account on the Web Portal.

2.5. The Partner’s End User must keep their Web Portal account login details safe and cannot transfer them to third parties. The Partner is liable for any actions carried out on the Web Portal through its account.

2.6. To ensure that the Software is being used legally, the Licensor has the right to use appropriate means to verify that the Partner’s End User holds a licensed copy of the Software, whereas the Partner must provide, at the Licensor’s request, documents confirming that its End User is using the Software lawfully.

2.6.1. The Software is configured to transfer information about the license to the Licensor in order to confirm that the Partner’s End User is using the Software lawfully (including but not limited to information on the limits and methods of using the Software by the End User), including the one specified in the EULA.

2.7. To ensure that Group-IB XDR Malware Detonation Platform is running correctly, the Partner and its End User undertakes to install the following licensed software: For Windows 7 Ultimate SP 1 x86: Adobe Acrobat; Adobe AIR; Adobe Reader 9; Java 8 Update 144; Java (TM) 7; Java (TM) SE Development Kit 7; Microsoft. NET Framework 4.5.2; Microsoft Office Standard 2013; Microsoft Visual C ++ 2005 Redistributable; Microsoft Visual C ++ 2008 Redistributable – x86 9.0.21022; Microsoft Visual C ++ 2010 x86 Redistributable 10.0.30319; Microsoft Visual C ++ 2012 Redistributable (x86) 11.0.61030; Microsoft Visual C ++ 2013 Redistributable (x86) 12.0.30501; Mozilla Firefox 41.0.2 (x86 en-US); Mozilla Maintenance Service; Python 2.7.9; Microsoft Office 2007 Standard. For Windows 7/8/8.1/10 Ultimate SP 1 x64: Adobe Acrobat; Adobe AIR; Adobe Reader 9; Java 8 Update 144 (64-bit); Microsoft. NET Framework 4.5.2; Microsoft Office Standard 2013; Microsoft Visual C ++ 2005 Redistributable (x64); Microsoft Visual C ++ 2010 x64 Redistributable Mozilla Firefox 56.0 (x 64 ru); Mozilla Maintenance Service; Python 2.7.14; Microsoft Office 2007 Standard.

2.8. If either the computer or the software of other rights holders installed on the Partner’s or Partner End User’s computer are modified, it may be necessary to reactivate the Software.

3.1. As part of warranty maintenance, the Licensor must ensure that the Software functions properly by repairing it in case of errors (malfunctioning) that affect the Software’s functionality, including but not limited to inaccessibility of certain segments of the Software, delays in event generation, operational errors, unavailability of the Software or any of its individual parts. Warranty maintenance is carried out during the term of Software use and at the Partner End User’s request.

3.2. In the event of malfunctioning or errors while operating the Software, the Partner can send a request via Service Desk inside the Product’s interface.

3.3. All requests sent to Service Desk inside the product’s interface will be registered and processed within reasonable time.

3.4. There are two types of Warranty maintenance for Group-IB XDR:

3.4.1. Standard Warranty maintenance includes:

• Updating the Software
• Updating the base of decision rules (signatures)
• Updating the base of behavioral heuristic rules
• Updating the indicators of compromise database

3.4.2. Extended Warranty Service includes:

• Updating the Software
• Updating the base of decision rules (signatures)
• Updating the base of behavioral heuristic rules
• Updating the indicators of compromise database
• Monitoring events and detecting attacks, sending timely notifications about any critical incidents identified, and providing recommendations on eliminating threats through online communication with a specialist. Events are monitored 24/7.
• Device operability is monitored on weekdays from 10:00 a.m. to 7:00 p.m. CET, GST, SGT provided that the Partner meets all the necessary technical conditions set forth herein and in the User Manual. Operability monitoring is limited to monitoring all activity when the device is connected to the Update Center.

3.5. As part of warranty maintenance, the Licensor must ensure that the Software functions properly by repairing it in case of errors (malfunctioning) that affect the Software’s functionality.

3.6. As part of warranty maintenance for Group-IB Threat Intelligence, the Licensor must ensure the Partner’s End User is allocated a number of hours to consult with an analyst for the purposes of raising questions and conducting tailored research (Request for information, RFI).

3.6.1. If any malfunctioning or errors occur while operating the Software, the Partner can send a request to Service Desk inside the product’s interface or via the Partner account on the Web Portal/Partner Portal by filling in a feedback form, as a result of which the request is automatically registered.

3.6.2. The Licensor will process Partner requests and provide warranty maintenance in the manner and terms set out in the Service Level Agreement (Annex 1 to the Group-IB Threat Intelligence EULA, located online at: https://tap.group-ib.com/hc/eula).

3.7. If any malfunctioning or errors occur while operating the Group-IB Attack Surface Management Software, the Partner can send a request to Service Desk inside the product’s interface or via the Partner account on the Web Portal by filling in a form in a Service Desk section.

3.8. If any malfunctioning or errors occur while operating the Group-IB Fraud Protection Software, the Partner can send a request to [email protected] .Along with the request, the Partner should send proof of the errors (issues) such as logs, screenshots, or HAR files.

3.9. In the event of facing malfunctioning or errors while operating the Group-IB Digital Risk Protection Software, the Partner can send a request to Service Desk inside the interface.

3.10. The type of the Warranty Maintenance is specified in the respective requests to the Agreement (if applicable).

3.11. If, for whatever reason, it is not possible to send a request through the Service Desk, the request should be sent to [email protected] with an attachment of proof of the errors (issues) such as logs, screenshots, or other suitable files.

4.1. During the use of the Software, the Partner undertakes to automatically provide the Licensor with the information specified in the User Manual and/or in the Agreement (if available).

4.2. In order to detect new security events and their sources, identify intrusion threats that are difficult to detect, and take timely measures to enhance the security of information stored and processed by the Partner on a computer, by activating the Software the Partner agrees to automatically provide the Licensor with the following information: IP address of the device being activated, device serial number, metadata about registered information security events (including hash sums of malicious files), network identifiers of malicious events (IP addresses, domains and URI), parts of the payload from the registered network session, network traffic generated by file parsing, behavioral reports on malicious files (including indicators of changes that occurred in the virtual analysis environment when the malicious code was executed), and analyzed files received by Group-IB XDR through integration with network traffic, mail system and proxy servers.

4.3. To ensure that the Software functions properly and to gain access to the Web Portal, the Partner, starting from the date of initial authorization on the Web Portal and during the term of use, undertakes to provide the Licensor with the following information: last name, first name, email address, phone number, and device data (time zone, language, and last registered activity of the Partner). Such information is sent to the Licensor automatically when the Partner uses the Web Portal.

4.4. The Licensor and its affiliates may use device information, details about errors, and malware reports to improve the Software, other Licensor’s software and services.

4.5. By agreeing to the terms and conditions hereof, the Partner agrees to receive mailings from the Licensor via email in order to be informed about Software update releases, special offers, and information about marketing activities and other promotional activities and events, as well as for the purpose of providing information required for fulfilling obligations under this PLA.

5.1. The Partner must not copy, distribute, decompile, reverse engineer or modify the Software, or create derivative works based on the Software or any portion thereof, except as otherwise provided for by applicable legislation.

5.2. The Partner must not transfer the right to use the Software to any third party nor assign its rights under the Agreement or PLA.

5.3. The Partner must not transfer or provide access to its account on the Web Portal to third parties if it violates the provisions hereof. The account credentials for the Web Portal, the Activation code and the contents of the Web Portal constitute confidential information.

5.4. The Partner must neither lease, rent or loan the Software to any third party, nor share any portion of information gathered using the Software with any third parties except for the relevant licensee of the Software.

5.5. The Software is not intended and must not be used in information systems serving life support systems, in which a software failure can threaten the life and health of people or cause various losses.

5.6. The Software must not be used to carry out any illegal activities.

5.7. Except for the limited warranty maintenance set forth hereunder, the Software is supplied “as is.” The Licensor does not give the Partner any guarantees regarding the Software’s performance and suitability for certain purposes, for achieving any desired results, for installing and using the Software, and for its integration, with the exception of the guarantees, conditions, representations or provisions, the extent of which cannot be excluded or limited by applicable law.

5.8. If the Partner violates the terms hereof, the Licensor may terminate the use of the Software by the Partner.

6.1. The Licensor guarantees that the Software will work according to the specifications and descriptions set forth in the User Manual.

6.2. The Partner acknowledges that no Software is free from errors and agrees to make backup copies of the files on a regular basis.

6.3. The Software is provided to the Partner “as is”. The Licensor cannot guarantee that the Software will perform without any errors in an uninterrupted way or that it will meet the Partner’s or Partner’s End User’s expectations and objectives except for any warranty, condition, representation or term the extent of which cannot be excluded or limited in accordance with applicable law.

6.4. The Licensor does not guarantee that the Software will work correctly if the Partner violates the conditions set forth in the User Manual and the terms and conditions stipulated herein.

6.5. The Licensor cannot be held liable or responsible for the functioning, operability or correctness of the settings of the Partner ‘s third-party systems with which the Software is integrated, in particular Objects of Embedding, network equipment and its settings, as well as network availability and continuity.

6.6. Except for the limited warranty maintenance set forth here, the Software is supplied “as is.” The Licensor does not give the Partner any guarantees regarding the performance and fitting the particular purposes, for achieving any desired results, for installing and using Software, and for its integration, with the exception of the guarantees, conditions, representations or provisions, the extent of which cannot be excluded or limited by applicable law.

7.1. If the Partner fails to perform this PLA or performs it in an improper manner, the Partner will be liable hereunder and in accordance with applicable law.

7.2. To the maximum extent permitted by applicable law, under no circumstances can the Licensor be held liable or responsible for any damages (including damages for loss of profits or information, for business interruption, and for any other pecuniary loss) arising from using or being unable to use the Software, even if the Licensor has been informed about the possibility of such damages. In any case, the Partner agrees that if the Licensor and/or its Partners are found liable, the liability of the Licensor will be limited to the cost of the Software. These limitations cannot be excluded or limited according to applicable law.

7.3. Infringements on intellectual property rights to the Software may result in legal prosecution against the Partner according to applicable law. The Partner will be subject to a fine in the amount of 10 000 USD for each case of violation of intellectual property rights to the Software.

7.4. If the Partner violates any of the terms hereof, the Licensor will have the right to terminate the PLA at any time without prior notice and to block the license without reimbursing the cost of the Software or any part of it.

7.5. The Partner agrees to indemnify, defend and hold harmless the Licensor, its affiliates and their respective officers, directors, employees, agents, successors and assigns from any and all losses and threatened losses arising from, in connection with, or based on allegations whenever made, by the Partner or any third party connected to the Partner’s breach of any obligations set forth in this PLA including any reasonable litigation costs and expenses (including attorney’s fees) spent by the Partner and or its affiliates and their respective officers, directors, employees, agents, successors and assigns to claim and collect such indemnification.

8.1. The Software includes, or may include, some programs licensed (or sub-licensed) to the Partner under the GNU General Public License (GPL) or other similar free software licenses (Open Source License) which, among other rights, allow the Partner to copy, modify and redistribute certain programs or portions thereof and to have access to the source code (“Open-Source Software”). If such licenses require the source code for any part of the software, which was distributed to the Partner, then the source code will be made available upon Partner’s request via the Service Desk of the particular software product. If any Open-Source Software licenses require the Licensor to provide rights to use, copy or modify an Open-Source Software program that are broader than the rights granted in this PLA, then such rights will prevail over the rights and restrictions herein.

9.1. The Partner acknowledges that the Software, documentation and other objects of copyright, trademarks and other information contained in the Software are the proprietary intellectual property of the Licensor. This PLA does not grant the Partner any rights to use the Licensor’s intellectual property, including trademarks and service marks, except for those granted to the Partner under the respective Agreement (if applicable).

9.2. This PLA does not grant the Partner any rights to use the other Licensor’s intellectual property, including trademarks and service marks. The Partner may not remove or alter any copyright notices or other proprietary notices on any copies of the Software. The Licensor retains all the rights to the Software and other intellectual property that are not directly granted to the Partner hereunder.

10.1. The Partner must ensure the confidentiality of the content data, as well as any other information and data contained in the Software, on the Web Portal, and in the User Manual (hereinafter “Confidential Information”) during the period of using the Software, starting from the Activation date and for five years after the termination date of the use of the Software. The Partner undertakes not to disclose Confidential Information to third parties without obtaining prior written consent from the Licensor.

10.2. The Partner must take all reasonable measures to protect the Confidential Information from unauthorized access by third parties, including:

 — ensuring that no unauthorized third parties can access the Confidential Information;

 — restricting access to the Confidential Information, including for employees who do not reasonably need to be familiar with the information.

10.3. The Partner must immediately notify the Licensor about any known cases of a third party disclosing, threatening to disclose, and illegally receiving or using the Confidential Information.

10.4. The Partner must not unilaterally stop protecting the Confidential Information contained herein.

10.5. Under this PLA, disclosing Confidential Information means an action or omission made by the Partner that leads to Confidential Information becoming known to a third party without prior consent from the Licensor, regardless of the form of disclosure (oral, written, disclosed using technical means, etc.).

10.6. Providing Confidential Information at the request of law enforcement agencies or other authorized state bodies and officials as provided for by applicable law will not be regarded as disclosure, nor will providing information to shareholders/participants (if the Partner is an authorized representative of the organization).

10.7. If the Partner discloses Confidential Information to the authorized bodies and/or individuals, the Partner must beforehand notify the Licensor in writing of such requested/planned disclosure, its content, and the body or individual to whom the information was provided.

Any dispute, controversy or claim arising out of or in connection with this PLA, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 (one) arbitrator. The language to be used in the arbitral proceedings shall be English. This PLA shall be governed by the Singapore law.

12.1. The Licensor reserves the right, in its sole discretion, to change, modify, add, or remove portions of this PLA on a going-forward basis at any time by making such modified PLA available to the Partner on the Partner Portal or through the Software, or both. The PLA will be effective immediately upon posting, except in the event any such modification materially alters Partner rights hereunder. In this latter case, the Licensor will notify Partner directly through a message sent to the email address Partner have provided to the Licensor if any, or other notification when Partner access or use Partner Portal, in which Partner will be required to explicitly provide Partner informed consent with such material modifications. In the absence of such explicit consent, Partner will be deemed to withdraw his acceptance of this Agreement, in which case Partner will need to uninstall and discontinue his use of the Software at that time.

12.2. This PLA is available to the Partner in the Partner Portal at https://partners.group-ib.com/ after logging on.

12.3. If the Partner violates any of the terms of this PLA, the Licensor may unilaterally terminate and/or limit the use of the Software without notifying the Partner in writing.

12.4. Export and Government Restrictions. Partner may not transfer, export or re-export the Software in violation of any applicable laws or regulations including but not limited to those of the United States of America and the European Union. In addition, if the Software is identified as export controlled items under the export laws of the United States of America or the European Union, Partner represents and warrants that he/she is not a citizen, or otherwise located within, an embargoed nation and that he/she is not otherwise prohibited under applicable export laws from receiving the Software. All rights to use the Software are granted on the condition that those rights are forfeited if Partner fail to comply with the terms of this PLA.

12.5. Partner acknowledges that under the applicable law, it is unlawful directly or indirectly, to make any payment or to give anything of value to any foreign official (other than a foreign official whose duties are essentially administrative or clerical) or to any foreign political party, any official of a foreign political party or any candidate for foreign political office for the purposes of influencing any action or failure to take action on the part of such person in connection with the obtaining, retaining or directing of business to any person or company. Partner will not make any such payment, directly or indirectly, on behalf of Licensor.

12.6. Notices. Except as otherwise provided herein, all notices, consents, requests, instructions, approvals and other communications made, required, or permitted under this PLA will be given at the addresses set forth in the Agreement, by (i) personal service, deemed effective on the reported delivery date; (ii) recognized international or overnight courier, deemed effective on reported delivery date; or (iii) email transmission against receipt confirmation, deemed effective on delivery date confirmation.

12.7. Entire Agreement. This PLA, together with the Agreement constitutes the entire agreement between the Licensor and the Partner, and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement.

Email: [email protected]

Website: www.group-ib.com