ATTENTION: THIS IS A LEGALLY-BINDING CONTRACT. PLEASE READ THIS BINARY DATA SHARING AND USE AGREEMENT (“BDSUA”) CAREFULLY BEFORE USING THE OBJECTSECURITY™ OT.AI™ PLATFORM CORPUS CONTRIBUTION PORTAL (“OBJECTSECURITY OT.AI PLATFORM CORPUS CONTRIBUTION PORTAL”) MADE AVAILABLE TO YOU BY OBJECTSECURITY LLC (“OBJECTSECURITY” OR “DATA USER”).
THIS AGREEMENT GOVERNS YOUR (“DATA PROVIDER”) RELATIONSHIP WITH OBJECTSECURITY WITH RESPECT TO THE DATASETS YOU WILL OR HAVE PROVIDED TO OBJECTSECURITY, INCLUDING BINARY CODE WITH KNOWN VULNERABILITIES AND WEAKNESSES, AS WELL AS “CLEAN” BINARY CODE AND OTHER RELATED DATA (“TRAINING DATA”) FOR PURPOSE OF ENHANCING THE CAPABILITIES OF OBJECTSECURITY™ OT.AI™ PLATFORM FOR OPERATIONAL TECHNOLOGY (OT) AND INDUSTRIAL CONTROL SYSTEMS (ICS) BINARY VULNERABILITY ANALYSIS.
Provision of Data
You agree to make the Training Data available to ObjectSecurity for download and include any relevant documentation and instructions for accessing the Training Data.
You agree that you will supply accurate and complete information to ObjectSecurity and that you will update such information as needed.
When you upload Training Data to the ObjectSecurity OT.AI Platform Corpus Contribution Portal, you hereby grant to ObjectSecurity a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, and fully sublicensable and transferable license under any and all rights, including intellectual property rights that you own or control to publish, reproduce, distribute, perform, display, adapt, modify and prepare derivative works of, and otherwise use your Training Data in accordance with the terms and conditions of this Agreement. ObjectSecurity will not pay you or otherwise compensate you for any Training Data you provide to ObjectSecurity.
Use of Data
ObjectSecurity will use the Training Data solely for the purpose of enhancing the capabilities of the ObjectSecurity OT.AI Platform, including, without limitation, building and/or improving binary analysis assessments (“Assessments”) and machine learning algorithms (“Learning Models”) and applying the Learning Models to commercial versions of the ObjectSecurity OT.AI Platform and related technology applications.
You hereby agree and acknowledge that ObjectSecurity has no obligations to return or delete the Training Data and can use the Training Data in perpetuity.
Rights in Trained Model
If it is determined that you have any rights in the Learning Models (models that are modified based on the Training Data), you irrevocably grant ObjectSecurity a sublicensable license to all such rights. You hereby acknowledge and agree that you have no rights or interest in any Assessments, Learning Models, or other offerings developed using the Assessments or Learning Models under this Agreement. No implied rights are granted under this Agreement. This Agreement does not impose any restrictions with respect to the use of the Assessments or Learning Models of any kind.
Terms and Termination
The term of this Agreement (“Terms”) shall begin when you start uploading Training Data to the ObjectSecurity OT.AI Platform Corpus Contributor Portal and shall continue in perpetuity unless otherwise terminated by ObjectSecurity.
Confidentiality of Training Data
ObjectSecurity agrees to take reasonable steps to protect the confidentiality of the Training Data while in the possession or control of ObjectSecurity, except that ObjectSecurity may freely use or disclose any portion of the Training Data that: (i) was lawfully in possession of ObjectSecurity prior to the time of disclosure by Data Provider; (ii) becomes publicly available without a breach of this Agreement by ObjectSecurity; (iii) is received by ObjectSecurity lawfully from another source without any corresponding obligation of confidentiality, or (iv) is independently developed by or for ObjectSecurity.
ObjectSecurity may disclose the Training Data if and as required by law, provided that ObjectSecurity notifies you to enable you to seek a protective order or another appropriate remedy.
ObjectSecurity may not disclose the Training Data to any third party except to its employees, contractors, and consultants (“Representatives”) and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement.
Warranties and Disclaimers
YOU HEREBY WARRANT THAT (I) YOU ARE NOT AWARE OF ANY CONTRACTUAL OR OTHER RESTRICTIONS AND LIMITATIONS ON THE TRAINING DATA THAT WOULD LIMIT OBJECTSECURITY’S USE OF THE ASSESSMENTS OR LEARNING MODELS AND APPLYING THE ASSESSMENTS OR LEARNING MODELS TO COMMERCIAL VERSIONS OF THE OBJECTSECURITY PLATFORM AND RELATED APPLICATIONS AS CONTEMPLATED BY THIS AGREEMENT, AND YOU HAVE SUFFICIENT RIGHTS WITH RESPECT TO THE TRAINING DATA FOR TRAINING AND DEVELOPING OF THE ASSESSMENTS OR LEARNING MODELS AND TO GRANT THE LICENSES AND PERMISSIONS CONTEMPLATED HEREUNDER.
OBJECTSECURITY REPRESENTS AND WARRANTS THAT IT HAS SUFFICIENT RIGHTS WITH RESPECT TO APPLYING THE ASSESSMENTS OR LEARNING MODELS TO COMMERCIAL VERSIONS OF THE OBJECTSECURITY OT.AI PLATFORM AND RELATED APPLICATIONS AND TO DISTRIBUTE THE SAME.
IN NO EVENT SHALL OBJECTSECURITY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, CONTRACT, REVENUE, DATA, INFORMATION, OR BUSINESS INTERRUPTION), UNDER ANY THEORY OF LIABILITY, RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY TRAINING DATA, EVEN IF OBJECTSECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BROUGHT AGAINST OBJECTSECURITY PERTAINING TO OR IN CONNECTION WITH ANY TRAINING DATA, ASSESSMENTS, OR LEARNING MODELS MUST BE COMMENCED AND NOTIFIED TO OBJECTSECURITY IN WRITING WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE FOR ACTION AROSE.
You hereby agree to indemnify and hold harmless ObjectSecurity, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty, or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of your breach of the warranties or obligations set forth in this Agreement.
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware without reference to conflicts of law rules and principles.
This Agreement will be enforced to the fullest extent permitted by applicable law. If, for any reason, any provision of this Agreement is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed, or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.
Any proceedings to resolve or litigate any dispute in any forum in connection with this Agreement shall be conducted solely on an individual basis. Neither you nor ObjectSecurity shall seek to have any dispute or controversy in connection with this Agreement heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. Parties further agree that no proceeding shall be combined with another proceeding without the prior written consent of the other party.
No action, regardless of form, arising out of the transactions under this Agreement may be brought by either party hereto more than one (1) year after the cause of action has occurred or was discovered to have occurred, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.
Questions about this Agreement may be submitted to firstname.lastname@example.org. When submitting an inquiry, please use the subject line: BDUSA.
Copyright © 2022 ObjectSecurity LLC. All rights reserved.
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