HomeMy WebLinkAboutCellebrite Inc; 2024-11-04;Quote Number: Q-395107-1
Prepared by Caroline Scamell
Page 1 of 2
CellebriteInc.
8065LeesburgPike,
SuiteT3-302
Vienna, VA 22182
USA
Tel. +1 800 942 3415
Fax. +1 201 848 9982
Tax ID#: 22-3770059
DUNS: 033095568
CAGE: 4C9Q7
Company Website:
http://www.cellebrite.com
Quote
Quote#Q-395107-1
Date:May 30, 2024
Billing Information
City of Carlsbad
1635 Faraday Ave
Carlsbad, California 92008
United States
Contact:Faye Escomiendo
Phone:4423392165
Delivery Information
City Of Carlsbad
2560 Orion Way
Carlsbad, CA 92010
United States
Contact:Faye Escomiendo
Phone:4423392165
Wire To:
Bank Routing Number: 021000021
Account Number: 761020590
Account Name: Cellebrite Inc.
Check Remittance (Only for NA):
Cellebrite Inc. ,
PO BOX 23551
New York, NY, 10087-3551
Click here to process with Credit Card payment
By clicking the link above and accepting this quote,
End Customer:City of Carlsbad
You are expressing your agreement and compliance to and with the terms contained on this quote.
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00069978 Sep 30, 2024 Net 30 USD Greg Facciolo
Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price
S-AIS-20-001 Inseyets Online Limited
Unlocks subscription
15 Jul 29, 2024 Jul 28, 2025 333.34 5,000.10
B-CNR-05-003 Upgradeto Inseyets
Online Pro
1 Jul 29, 2024 Jul 28, 2025 9,700.00 9,700.00
S-UFD-20-003 Inseyets Pro UFED
Subscription
1 Jul 29, 2024 Jul 28, 2025 0.00 0.00
S-UFD-20-006 Inseyets Pro PA
Subscription
1 Jul 29, 2024 Jul 28, 2025 0.00 0.00
F-UFD-06-005 Inseyets upgrade kit 1 0.00 0.00
U-AIS-05-001 2 Promotional Unlocks
for Inseyets
1 Jul 29, 2024 Jul 28, 2025 0.00 0.00
Comments:
SubTotal
Shipping & Handling
Sales Tax
Total
USD 14,700.10
USD 0.00
USD 1,139.26
USD 15,839.36
••. + • •. .-Cellebrite Digital intelligence
for a safer world
Quote Number: Q-395107-1
Prepared by Caroline Scamell
Page 2 of 2
Terms and Conditions:
- This Quote/Proforma Invoice/Tax Invoice, together with the terms and conditions and license agreement listed below that are
incorporated by reference to this Quote/Proforma Invoice (together, the “Agreement”), constitute an offer by Cellebrite. By signing this
the Quote/Proforma Invoice, issuing a purchase order (or other ordering document) in connection with this the Quote/Proforma Invoice,
or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice, the customer agrees to be bound by
the terms of this Agreement. Any additional or different terms or conditions contained in any customer document, purchase order or other
ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory.
- Quote is subject to regulatory approval.
- General Terms and Conditions (Attachment “A”)
- EULA: All Cellebrite Software is licensed subject to the end user license agreement (Attachment “B”)
- -Insurance Requirements (Attachment “C”)
Please indicate the invoice number when remitting payment
*SALES TAX DISCLAIMER: Cellebrite Inc. is required to collect Sales and Use Tax for purchases made from the following certain U.S.
States. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Where applicable,
Cellebrite Inc. will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc. Cellebrite Inc. will not
refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax, you must provide us
with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.
Please include the following information on your PO for Cellebrite UFED purchase:
- Please include the ORGINAL QUOTE NUMBER (For example - Q-XXXXX) on your PO
- CONTACT NAME & NUMBER of individual purchasing and bill to address
- E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality
I, the undersigned, hereby confirm that I am authorized to sign this Quote/Proforma Invoice on behalf the customer identified above , and I
hereby approve that my signature is legally binding upon the customer identified above.
Customer Name: City of Carlsbad
Signature: Effective Date:BBBBBBBBBBBBBBBBBBBBBBBBBB
Name (Print): Title:
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
Please sign and email to Caroline Scamell at caroline.scamell@cellebrite.com
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Attachment “A”
CELLEBRITE INC.
GENERAL TERMS AND CONDITIONS
1. Definitions
1.1. In addition to the definitions contained in the End User License Agreement available
at https://legal.cellebrite.com/End-User-License-Agreement.html (“EULA”) Attachment “B”, the
terms of which are incorporated by reference herein, in these General Terms and Conditions (the
“GTC”):
1.1.1. “Licensee” shall mean the contracting party of the which purchase from Cellebrite the
Products under the Purchase Order.
1.1.2. “Person” shall mean and include an individual, a partnership, a joint venture, a
corporation, a limited liability company, a limited liability partnership, a trust, an
incorporated organization and a governmental or regulatory authority.
1.1.3. “Personal Information” means any information that can identify an identifiable
person, and includes, but is not limited to: (a) an individual’s name together with
address, Social Security Number, Tax identification number, driver’s license number,
identification card number, phone number, date of birth, password or other security
credentials or other information that can identify an individual; (b) credit, debit or other
payment card information, bank account or other financial institution information,
credit history, credit reports or other financial information; (c) Licensee proprietary
network information, including without limitation call and message detail, type and
use of products or services, account numbers, identifying numbers of wireless devices
or other information related to telecommunications usage; and, (d) compensation or
benefits information, protected health information, marital status, number of
dependents, background checks, disciplinary action or other information related to
employment.
1.1.4. “Purchase Order” or “PO” shall mean a purchase order submitted by Licensee to
Cellebrite.
1.1.5. “Quote” shall mean a Quote issued by Cellebrite pursuant to this Agreement.
1.1.6. “Restricted Territories” shall mean any of those jurisdictions or territories that are (i)
subject or target of sanctions or terrorist-supporting territories, including, without
limitation, Iran, Iraq, Somalia, Syria, Libya, Lebanon, Palestinian territories, North
Korea, Sudan, Yemen, Cuba, Venezuela, Pakistan and the Crimea region, or (ii)
regulated territories in which Licensee does not have the licences, permits,
authorizations and approvals that are required by all applicable laws issued by the
relevant regulatory authority to carry out Licensee’s business activity using the Product
and/or the Software.
1.2. In these GTC, unless the context otherwise requires: (i) words expressed in the singular shall
include the plural and vice versa, (ii) words expressed in the masculine shall include the
feminine and neutral gender and vice versa; (iii) references to Sections are references to
sections of these GTC, and; (iv) references to “day” or “days” are to business days, which shall
be any day, other than a Saturday or Sunday or a day on which banks located in the United
States shall be authorised or required by law to close.
Attachment “A”
2. Scope and Purpose
2.1. The Agreement shall apply to any acquisition of Products by Licensee from Cellebrite. In the event
of any conflict, ambiguity, or inconsistency between the provisions of the Agreement and any other
document, such as a Licensee-issued PO, the following order of precedence shall apply: (1) the
Agreement; (2) a Confirmed PO; and (3) the terms of any other Cellebrite-issued document relating
to the Product. Licensee’s preprinted terms, URL’s, or hyperlinks in any document shall not be
binding on the Parties nor modify this Agreement, and are expressly rejected, regardless of when
issued by Licensee and/or received by Cellebrite, or even if signed by Cellebrite. Should such
document contain language that purports to supersede and/or control over this Agreement, the
Parties expressly acknowledge and agree that such document shall have no such legal effect
between the Parties. Any deviations from the Agreement, unless they are made in writing and
executed by a duly authorised officer of Cellebrite, shall be void and unenforceable.
3. Purchase Orders
3.1. Purchase Order. Licensee will issue Purchase Orders to Cellebrite specifying: (i) quantities of
each Product; (ii) price per unit for each Product (in accordance with the terms agreed upon
hereunder) (“Price per Unit”) and license fees; (iii) desired date for collection of the Products;
(iv) shipping instructions; and (v) any other data or information requested by Cellebrite.
3.2. Purchase Order Amendments. Changes to any Purchase Order require: (i) sufficient advance
notice for Cellebrite to make the necessary modifications and (ii) written confirmation from
Cellebrite for such modification to the Purchase Order. The Parties will confirm in writing any
changes in the Price per Unit or delivery schedule of the Product. The Licensee will reimburse
Cellebrite for all costs and expenses incurred by Cellebrite in connection with amendment of
the Purchase Order.
3.3. Purchase Order Confirmation. Cellebrite shall provide a written response to each Purchase
Order within seven (7) business days following the receipt of a Purchase Order. In the event
Cellebrite fails to respond to Licensee within said period, the Purchase Order shall be deemed
accepted (“Confirmed PO”).
3.4. Purchase Order Cancellation and Reimbursement of Charges. Licensee may cancel a Purchase
Order in whole or in part by giving Cellebrite a written notice in this respect no later than forty-
five (45) days prior to the designated delivery date. In the event Licensee cancels a Purchase
Order or any part thereof, Cellebrite shall reimburse Licensee for the relative part of the Total
Purchase Price (as defined below) paid by Licensee for the Products. Cellebrite may reduce
any sums to be reimbursed to reflect the costs of material which cannot otherwise be consumed
or used in the next three (3) months by Cellebrite in the course of its business.
4. Prices and Purchase Price
4.1. Price List. Cellebrite may, at its sole discretion, change its price lists or add or remove products
from the price lists. Changes in price lists shall take effect within thirty (30) days from the date
of notification to Licensee. It is hereby clarified that changes in price lists shall not apply to
Products underlying a Confirmed PO, however, price list changes will apply to any Confirmed
PO if Licensee has requested an amendment to the Confirmed PO and the amendment has not
been accepted by Cellebrite at the time of the price list change.
Attachment “A”
4.2. Total Purchase Price. Licensee shall pay Cellebrite the total price as set forth in the Purchase
Order (“Total Purchase Price”). Cellebrite may charge Licensee for any modifications to an
accepted Purchase Order, including changes in the proposed delivery schedule.
4.3. Quoted Price. Unless otherwise agreed in writing, all prices quoted in the Purchase Order
(“Quoted Price”) shall be paid by Licensee to the account(s) indicated by Cellebrite. All
payments shall be made in US currency or other currency mutually agreed by the Parties. The
payment is considered made at the date when the amounts effectively reach Cellebrite’s bank
account. The Quoted Price does not include transportation, insurance, federal, state, local,
excise, value-added, use, sales, property (ad valorem), and similar taxes or duties In addition
to the Quoted Price, Licensee shall pay all taxes, fees, or charges imposed by any governmental
authority. If Cellebrite is required to collect the foregoing, Licensee will pay such amounts
promptly unless it has provided Cellebrite with a satisfactory valid tax exemption certificate
authorized by the appropriate taxing authority .
4.4. Terms of Payment and Default Interest. Payment for the Products under any confirmed PO shall
be in accordance with the payment terms set forth in the Quote. Licensee shall not be permitted
to set off any deductions against any amounts due to Cellebrite.
5. Delivery
5.1. Delivery Obligations. Delivery obligations of Cellebrite (including the delivery location and
time period) shall be as set forth in the Quote. The Product shall be free from any pledge, lien,
charge, hypothecation, encumbrance or other security interest upon its delivery to Licensee.
5.2. Transfer of Risk and Title. The transfer of the risk regarding the hardware (not the Software)
shall pass to Licensee upon delivery. Only upon full payment of Licensee to Cellebrite the title
of the hardware (not Software) shall pass to Licensee.
6. Representations and Warranties
6.1. Each Party warrants, represents, and undertakes that it has and shall continue to have full ability,
capacity, and authority required by law or otherwise to enter into and to perform its obligations
under the Agreement in a reliable and professional manner .
6.2. Licensee warrants, represents and undertakes that: (i) it has obtained, prior to the consummation
of this Agreement, all approvals, permits, licences, consents, authorizations, registrations,
permissions, notices, certifications, rulings, orders, judgements and other authorizations from
any applicable data subject, employee, employee representative body, regulatory authority, or
third party entity or person necessary for the use of the Product and/or the Software by Licensee
or for Cellebrite to perform or provide any services related to the Product and/or the Software
(“Permissions”) which include, rights for Cellebrite to use, access, intercept, analyse, transmit,
copy, modify, and store, all of the intellectual property rights, Personal Information (“Personal
Data”), confidential information, or other data or information that may be used, accessed,
intercepted, transmitted, copied, modified or stored by Cellebrite to perform or provide any
Services; (ii) the execution, delivery and performance of this Agreement have been duly
authorized by all necessary corporate actions; (iii) neither the execution and delivery of this
Agreement, nor compliance by it with the terms and provisions hereof and thereof, will conflict
with, or result in a breach of any judgment, order, writ, decree, statute, rule, regulation or
restriction; (iv) its performance of its obligations in accordance with the terms of the
Agreement will not breach any agreement by which it is bound, or violate or infringe any law
or any copyrights; (v) it shall use reasonable endeavours to provide such information and
assistance which is reasonably required to fulfill Cellebrite’s obligations under the Agreement;
and (vi) it has the right to be in possession of, access, interact with and otherwise use, all
devices, equipment, programmes, data and media (including any telecommunications systems)
Attachment “A”
that are being used in connection with the Product and/or the Software and that the use of the
Product and/or the Software, including any instructions given to Cellebrite in connection with
the same, is made in compliance with all applicable laws; and (vii) all information provided by
it to Cellebrite during the term of the Agreement shall be complete and accurate in all material
respects, and that it is entitled to provide the information to Cellebrite for its use as
contemplated under the Agreement.
6.3. Where necessary for, or incidental to, any servicing by Cellebrite of the Product and/or
Software, Licensee authorizes Cellebrite to:
6.3.1. access all devices and all programmes, data and media contained on them;
6.3.2. obtain and retain personal data on the devices and programmes, data and media
contained on them;
6.3.3. access and intercept communications on the devices and programmes, data and media
contained on them; and
6.3.4. use technology or other means to circumvent measures designed to prevent
unauthorized access to devices and all programmes, data and media contained on them,
including where such measures are designed to protect copyright works.
6.4. Licensee shall provide to Cellebrite in a timely manner the following documents, information,
items, written evidence and materials in any form (whether owned by Licensee or third party)
and ensure that they are accurate and complete in all material respects:
6.4.1. Licensee’s IT Policy ;
6.4.2. Licensee’s Acceptable Use Policy ;
6.4.3. Licensee’s “Bring Your Own Device” Policy; and
6.4.4. evidence that Licensee’s has obtained all Permissions required to permit Cellebrite to
perform its service obligations under the Agreement.
6.5. Reserved.
7. Responsibility
7.1. Subject to the terms of the Agreement and any ancillary documents thereto, each Party is
responsible to the other Party for damages it may cause to the other Party by its willful acts and
for its failure to fully or duly perform the conditions hereof.
7.2. Licensee will not, directly or indirectly, use, resell, deliver, transfer, lend, or otherwise make
available the Product and/or the Software to any of Cellebrite’s competitors.
7.3. Licensee will not directly or indirectly use the Product and/or the Software, or otherwise resell,
deliver, transfer, lend, contribute or otherwise make available the Product and/or Software to
any party, person or entity in connection with any terrorist activity or activity or business in
any of the Restricted Territories in violation of sanctions administered by the Office of Foreign
Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of
State (including, without limitation, the designation as a “specially designated national” or
“blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her
Majesty’s Treasury or other relevant economic sanctions authority.
7.4. Cellebrite may modify the list of Restricted Territories in its sole discretion. Cellebrite will
notify Licensee of any such modifications.
7.5. Both Parties shall comply with Cellebrite’s Business Conduct Policy available
at http://legal.cellebrite.com/intl/Business_Conduct_Policy.htm. If a Party breaches the
Attachment “A”
Business Conduct Policy, the non-breaching Party may terminate this Agreement by giving ten
(10) days’ prior written notice to the breaching Party.
8. Compliance
8.1. Licensee is obligated to comply with the law applicable in connection with the business
relationship with Cellebrite. Licensee will comply with Cellebrite’s Business Conduct Policy.
8.2. Licensee represents warrants and covenants that it shall not engage in any deceptive,
misleading, illegal or unethical practices that may be detrimental to Cellebrite or to any of
Cellebrite’s products, including but not limited to the Product or the Software and shall only
use the Products or Software in compliance with all applicable laws and regulations (including,
without limitation, data protection, privacy, computer misuse, telecommunications
interception, intellectual property, and import and export compliance laws and regulations or
the applicable foreign equivalents) .
8.3. Licensee and its subsidiaries and Affiliates will not (i) offer, promise or grant any benefit to a
public official for that person or a third party for the discharge of a duty; (ii) offer, promise or
grant an employee or an agent of a business for competitive purposes a benefit for itself or a
third party in a business transaction as consideration for an unfair preference in the purchase of
goods or commercial services; (iii) demand, allow itself to be promised or to accept a benefit
for itself or another in a business transaction as consideration for an unfair preference to another
in the competitive purchase of goods or commercial services, and; (iv) violate any applicable
anticorruption regulations and, if applicable, not to violate the US Foreign Corrupt Practices
Act (FCPA) and the UK Bribery Act or any other applicable antibribery or anti-corruption
law. Licensee further represents, covenants and warrants that it has, and shall cause each of its
subsidiaries and/or Affiliates to, maintain systems of internal controls (including, but not
limited to, accounting systems, purchasing systems and billing systems) to ensure compliance
with the FCPA, the U.K. Bribery Act, or any other applicable anti-bribery or anti-corruption
law.
8.4. Upon Cellebrite's request, Licensee will confirm in writing that it complies with Section and is
not aware of any breaches of the obligations under this Section. If Cellebrite reasonably
suspects that Licensee is not complying with Section then, after notifying Licensee regarding
the reasonable suspicion, Cellebrite may demand that Licensee, in accordance with applicable
law, permit and participate in - at its own expense - auditing, inspection, certification or
screening to verify Licensee’s compliance with this Section. Any such inspection can be
executed by Cellebrite or its third-party representative.
8.5. Reserved.
8.6. Cellebrite may immediately terminate this Agreement and any applicable Purchase Orders if
Licensee violates its obligations under this Section. Nothing contained in this Section shall
limit any additional rights or remedies available to Cellebrite.
8.7. Reserved.
8.8. Licensee will pass on the provision of this Section to its affiliates and bind its affiliates
accordingly and verify the compliance of its subsidiaries or affiliates with the provisions of this
Section.
9. Force Majeure
9.1. Neither party will be liable for delays in performance caused by any unforeseeable and
unpreventable circumstance or event beyond the party’s reasonable control that interferes with
the performance of the Agreement (“Force Majeure”). Force Majeure includes, but is not
limited to, acts of God, war (whether declared or undeclared), terrorism, strikes, fires,
Attachment “A”
accidents, floods, civil disturbance and natural disasters. Upon the ceasing or termination of
Force Majeure, the Parties shall resume their responsibilities under the terms of the Purchase
Order and related agreements within 7 days (or, if the same is not possible, within reasonable
period of time).
9.2. A party seeking the protection of Section 9.1 shall provide written notice to the other party
within five (5) days of the beginning of the Force Majeure event.
10. Export
10.1. The Parties acknowledge that the Product and/or the Software is or may be subjected to
regulations on customs, export or import control and/or re-export regulations applicable in the
United States, the European Union and its member countries, and/or other countries. Said
regulations include but are not limited to the provisions of the US Export Administration
Regulations (EAR) and the provisions of the regulations of the European Union.
10.2. Licensee expressly warrants, represents and covenants that it shall comply fully with all
applicable export laws and regulations of the United States and other jurisdictions to ensure
that neither the 3URGXFWQRUWKH6RIWZDUHDUHௗH[SRUWHGRUUHH[Sorted in violation of such laws
and regulations, or used for any purposes prohibited by such laws. As the Products and the
Software are subject to export control laws and regulations, Licensee shall not export or "re-
export" (transfer) the Product and/or the Software unless the Licensee has complied with all
applicable controls.
11. Miscellaneous
11.1. Reserved.
11.2. Language. Except where the context otherwise requires, the terms “including” and “includes”
shall mean “including without limitation” and “includes without limitation”, respectively. If
any term hereof shall be held to be invalid or unenforceable for any reason, then the meaning
of such term shall be construed so as to render it enforceable to the extent feasible. If no feasible
interpretation would save such term hereof, it shall be severed herefrom, but without in any
way affecting the remainder of such term or any other term contained herein, unless such
severance effects such a material change as to render the terms of these GTC unreasonable.
11.3. Termination. Either party may terminate this Agreement with 30 days’ written notice to the
other party. Buyer shall be responsible for payment for all Products and/or Software delivered
by Cellebrite to Buyer under purchase orders where such delivery is made prior to the effective
date of the termination. Upon termination of this Agreement, Buyer shall work with Cellebrite
to deinstall and transfer the Product and/or destroy any copies of the Software under the Buyer’s
control, provided however, that Cellebrite may not access Buyer’s premises without Buyer’s
express written consent and accompaniment by a Buyer escort. Cellebrite may terminate the
Agreement and revoke the license granted hereunder by giving the other party a written notice
to be effective immediately in case Cellebrite reasonably determines that it can no longer
comply with the terms of the Agreement in accordance with the requirement of any applicable
law, rule, and/or regulation.
11.4. Third Party Rights. A person who is not a party to the Agreement shall not acquire any rights
under them or be entitled to benefit from any of their terms.
11.5. Bankruptcy. If a voluntary or involuntary petition is filed under Title 11 of the United States
Code or its analogue in any jurisdiction or country, all debts that Licensee may owe to Cellebrite
shall be considered “administrative expenses” within the meaning of 11 U.S.C. Sec. 503(b)(1)(a)
Attachment “A”
(as amended) or its analogue, and Cellebrite’s claim or claims for those administrative expenses
shall be entitled to the priority specified in 11 U.S.C. Sec. 507(a)(1) (as amended) or its
analogue. Licensee will use its best efforts to classify those claims as administrative under
applicable Law.
11.6. Relationship. The Parties intend to create an independent contractor relationship and nothing
contained in this Agreement shall be construed to make either the Licensee or Cellebrite
partners, joint venturers, principals, representatives, agents or employees of the other. Neither
Party shall have any right, power, or authority, express or implied, to bind the other.
11.7. Counterparts. This Agreement may be executed in any number of counterparts, including using
digital signatures or exchange of scanned copies of signed pages (e.g., in PDF format), each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
AAttachmentt BB
IMPORTANT: PLEASE READ THIS END CUSTOMER LICENSE AGREEMENT CAREFULLY.
DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED SOFTWARE
(AS PART OF A PRODUCT OR STANDALONE) CONSTITUTES EXPRESS ACCEPTANCE OF
THIS AGREEMENT.CELLEBRITE IS WILLING TO LICENSE SOFTWARE TO Customer ONLY IF
CUSTOMER ACCEPT ALL OF THE TERMS SET OUT IN THE AGREEMENT (as defined below).
TO THE EXTENT OF ANY CONFLICT BETWEEN THIS END Customer LICENSE AGREEMENT, ANY
ADDITIONAL TERMS IN AN AGREEMENT SIGNED BETWEEN Customer AND CELLEBRITE, ANY
“CLICK-ACCEPT” AGREEMENT, ANY TERMS ON A PURCHASE ORDER, AND CELLEBRITE’S
TERMS AND CONDITIONS, THE ORDER OF PRECEDENCE SHALL BE (A) THIS END CUSTOMER
LICENSE AGREEMENT; (B) AN AGREEMENT SIGNED BY Customer AND CELLEBRITE;
(C) CELLEBRITE’S QUOTE AND GENERAL TERMS AND CONDITIONS; (D) TERMS AND
CONDITIONS SET OUT IN CELLEBRITE’S DOCUMENTATION, INCLUDING USER GUIDES, “CLICK
TO ACCEPT” ADDENDA TERMS AND ANY POP UP TERMS AND INSTRUCTIONS WITHIN
CELLEBRITE PRODUCTS; AND LAST (E) CUSTOMER’S PURCHASE ORDER. BY DOWNLOADING,
INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE PRODUCT OR OTHERWISE
EXPRESSING YOURAGREEMENT TO THE TERMS CONTAINED IN THE AGREEMENT, CUSTOMER
EXPRESSLY CONSENTS TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR ARE NOT
AUTHORISED TO ACCEPT AND AGREE TO THE TERMS CONTAINED IN THE AGREEMENT, THEN
(A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY SOFTWARE (OR, AS APPLICABLE,
ANY PRODUCT IN WHICH ANY SOFTWARE IS EMBEDDED), AND (B) WITHIN THIRTY (30) DAYS
AFTER RECEIPT OF ANY SOFTWARE (OR, IF AN AGREEMENT BETWEEN CUSTOMER AND
CELLEBRITE PROVIDES A SHORTER TIME PERIOD FOR ACCEPTANCE, SUCH SHORTER TIME
PERIOD FOR ACCEPTANCE), EITHER RETURN SUCH SOFTWARE TO CELLEBRITE OR TO THE
APPLICABLE AUTHORIZED RESELLER FOR FULL REFUND OF THE SOFTWARE LICENSE FEE,
OR, IF SUCH SOFTWARE IS EMBEDDED IN A PRODUCT FOR WHICH NO SEPARATE SOFTWARE
LICENSE FEE WAS CHARGED, RETURN SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED,
TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF
THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT.
CUSTOMER’S RIGHT TO RETURN AND REFUND ONLY APPLIES IF Customer IS THE ORIGINAL
PURCHASER AND LICENSEE OF SUCH SOFTWARE.
This EULA governs Customer’s access to and use of any Software and/or any Product (as defined below) first
placed in use by Customer on or after the release date of this EULA version (the “Release Date”).
1. DEFINITIONS –In this Agreement, the following capitalized terms shall have the meaning set forth
below:
“Affiliate” of a party means such party’s parent corporation, an entity under the control of such party’s
parent corporation at any tier or an entity controlled by such party at any tier. For these purposes, “control”
shall mean the power to direct or cause the direction of the management and policies of the entity, whether
through the ownership of more than 50% of the outstanding voting interests in such entity or otherwise.
“Agreement” means this EULA, combined with the Cellebrite General Terms and Conditions (the “GTC”)
which is incorporated by reference herein, and any additional agreement in writing signed by Customer and
Cellebrite.
“Authorization Product” means a product sold by Cellebrite, or an authorized reseller of Cellebrite, with
embedded License Authorization Software, including but not limited to a USB dongle with embedded
License Authorization Software.
“Authorized Users” means the number of Users that Customer is licensed to have access to the applicable
Software, which may include Concurrent Users and/or Named Users, all as set forth in the Agreement. If
the number of Authorized Users is not otherwise set forth in the Agreement, the number of Authorized
Users shall be deemed to be equal to the number of Products (other than Authorization Products) purchased
by Customer.
“Beta Software” means a pre-commercial, evaluation, pilot, "alpha", or "beta" version of the Software.
••. + -. . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 2
“Cellebrite” means Cellebrite DI Ltd. or its Affiliate that has an agreement with Customer and/or issues
invoices to Customer with respect to any Software and/or Product, as applicable.
“Concurrent Users” means the number of Authorized Users (whether Named Users or not) of Customer
concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit (except reviewing
results of analyses generated by Software) of Software, either directly or indirectly from a remote location.
If a single User connects to Software using multiple concurrent log-ins or connections, each such active
logical connection or log-in is counted toward the number of Concurrent Users.
“Documentation” means any documentation related to any Software provided by Cellebrite.
“Embedded Software” means a copy of Software delivered embedded in or loaded onto a Product when
such Product is sold by Cellebrite or an authorized reseller of Cellebrite. Any Updates or Upgrades to
Embedded Software are also deemed “Embedded Software”, notwithstanding being separately delivered
from the applicable Product.
“Law” shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance,
regulation, rule or other binding restriction or requirement of or by any governmental authority, as may be
amended, changed or updated from time to time.
“License Authorization Software” means Software that is provided together with hardware on which it is
embedded that is used to validate the authorized use of standalone Software.
“License Term” means the term of a paid subscription to an instance of Software or a unit of Product.
“Named Users” means a User authorized by Customer to access or use the Software through the
assignment of a single user ID, regardless of whether such User is using Software at any given time. A non-
human device capable of accessing or access Software is counted as a Named User.
“Product” means a product manufactured by Cellebrite. The term “Product” includes without limitation
Authorization Products.
“Remote Access Protocol” means any remote access application, including without limitation Remote
Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect a single remote
computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an Authorization Product directly
connected to such host computer for each Authorization Product then licensed by Customer, as long as such
Authorized User, single remote computer and single host computer with an Authorization Product are all
located in the Territory.
“Software” means an instance of a program, module, feature, function, service, application, operation or
capability of any Cellebrite-supplied software. The term “Software” includes without limitation any
Embedded Software, Upgrade, Update, standalone software or any License Authorization Software.
“Territory” means the country (not including external territories) in which Product was purchased or
Software was licensed from Cellebrite or an authorized reseller of Cellebrite.
“Third Party” means an individual or entity other than Customer, Cellebrite and Cellebrite’s Affiliates.
“Third Party Software” means certain software provided by a Third Party embedded in any Product, either
as a standalone feature or as part of any Software, and which may be subject to additional end user license
restriction and agreements.
“Update” means an update to any Software that is provided by Cellebrite and that may incorporate (i)
corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of Cellebrite,
allowing additional compatibility of the Software with mobile devices provided by Third Parties; and/or
(iv) at the sole discretion of Cellebrite, minor enhancements to the Software; provided, however, that
Updates shall not include Upgrades. Updates are generally identified by Cellebrite by a change to the
version number to the right of the first decimal point (e.g., version 4.1 to 4.2).
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 3
“Upgrade” means a new release of any Software that incorporates substantial changes or additions that
(i) provide additional value and utility; (ii) may be priced and offered separately as optional additions to
any Software; and/or (iii) are not generally made available to Cellebrite’s Customers without a separate
charge. Upgrades are generally identified by Cellebrite by a change to the version number to the left of the
first decimal point (e.g., version 4.2 to 5.0).
“User” means any individual able to gain access to any Software functionality.
“You” means the individual executing this EULA on behalf of the Customer.
2. LICENSE GRANT
A. Software. Subject to the terms and conditions of this EULA, during the License Term, Cellebrite grants
Customer, and Customer accepts, upon delivery of any Software, a non-exclusive, non-transferable,
royalty free, and non-sublicensable license to the Software to (i) allow Authorized Users to use such
Software, in executable form only, and any accompanying Documentation, strictly for Customer’s
internal use for the Authorized Purposes identified below, and not for any other purpose, strictly in the
Territory, only as authorized in this Agreement and subject to the terms hereof; and (ii) (iii) where the
Software in not provided as Embedded Software, keep one (1) copy of Software strictly for backup,
archival or disaster recovery purposes.
For purposes of this EULA, “Authorized Purposes” means strictly the following purposes:
x An internal investigation conducted by the Customer within the Customer’s own organization;
x An investigation of fraud, intrusion or assault incidents, including DFIR conducted by the
Customer within the Customer’s own organization;
x An eDiscovery process performed as part of legal proceedings where the Customer is a Party;
x Data backup performed as part of a legal hold proceeding involving the Customer’s
organization;
x Law enforcement activities, crime and/or terrorism prevention;
x Data recovery within the Customer’s organization; and/or
x Customer organization’s compliance evaluation purposes.
Notwithstanding the foregoing, the “Authorized Purposes” restriction above shall not apply to usage
of Cellebrite’s Endpoint Inspector product which may be used for any internal use.
i. Embedded Software Limitations. Customer may only use Embedded Software for execution on the
unit of Product originally delivered to Customer with such Embedded Software installed or any
replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade of such
Embedded Software that Cellebrite has licensed to Customer may be loaded and executed only on
the unit of Product on which any originally licensed Software is authorized to execute.
ii. License Exclusion. Notwithstanding anything to the contrary, except as may otherwise be required
by applicable Law, no license is granted for installation or use of any Software on any Product
resold by anyone who is not an authorized reseller of Cellebrite for such Product.
iii. Single Product; Single Authorization Product. Customer’s license to any Embedded Software is
limited to a license to use such Embedded Software on one (1) Product for each Product purchased
from Cellebrite or Cellebrite’s authorized reseller. Customer’s license to any License Authorization
Software is limited to a license to use such License Authorization Software on one (1) Authorization
Product for each license to such standalone Software the authorized use of which is validated by
such License Authorization Software and where such license is purchased from Cellebrite or
Cellebrite’s authorized reseller.
iv. Authorization Products. Without limiting Section 2.D, Customer shall not, and shall not permit any
User to, use any Authorization Product on a computer other than the computer to which such
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 4
Authorization Product is directly connected (i.e.not through a network), except that an Authorized
User may use Remote Access Protocol with Cellebrite’s UFED Physical Analyzer. Customer shall
ensure that multiple users cannot use Remote Access Protocol to access UFED Physical Analyzer
simultaneously. For the avoidance of doubt, subject to the terms and conditions of this EULA,
sharing a USB dongle among Concurrent Users is permitted.
v. Remote Access Protocol. Customer expressly acknowledges, agrees and warrants that except as
required for use by Concurrent Users as allowed by the Agreement and as provided herein each
computer running an Authorization Product will be configured or at least limited to serve only one
remote connection at a time. In other words, only one Authorized User can use a Remote Access
Protocol at the same time. For example, if a host computer is installed with multiple instances of
Cellebrite’s UFED Physical Analyzer, Customer will ensure that it is not possible for multiple
remote users to connect to the host computer and/or ensure that the foregoing does not occur.
Regarding any other Cellebrite products or software other than Cellebrite’s UFED Physical
Analyzer, Customer may not use a Remote Access Protocol unless expressly agreed to in writing
by Cellebrite. Regarding Endpoint Inspector and/or Endpoint Mobile,it is hereby clarified and
agreed that: (i) Customer may use Remote Access Protocol and allow Authorized and Concurrent
Users to use outside of Territory, as detailed in the Agreement; and (ii)Cellebrite may, at its sole
discretion, inform any Endpoint Inspector and/or Endpoint Mobile’s custodian about the nature of
the use of the Endpoint Inspector and/or Endpoint Mobile application that will be installed and/or
operated on or in relation to the custodian’s device.
vi. Named Users. If the Agreement specifies that any Software may be used by Named Users,
Customer shall (i) assign a unique login credential for access and use of the Software to each Named
User, (ii) ensure that the Software is used only by the applicable Named Users, (iii) ensure that
Users do not share login credentials, and (iv) maintain the security and confidentiality of its Named
User login credentials.
vii. Concurrent Users. If the Agreement specifies that any Software may be used by Concurrent Users,
Customer may install one instance of such Software on one (1) designated host server for concurrent
and simultaneous use and/or access by the applicable number of Concurrent Users. The number of
Concurrent Users accessing such Software at any time may not exceed the number of Concurrent
Users specified in the Agreement. Customer must keep a record of all Authorized Users who
are Concurrent Users.
viii.Former BlackBag Software Users. Each copy of the Inspector, Digital Collector, Mobilyze,
or SoftBlock Software may only be used, executed, or displayed by one (1) Authorized User and
on one Licensed System at any given instance. The term “Licensed System” means a computer to
which an activation key provided by BlackBag has been connected or accessed, as authorized by
BlackBag in the applicable License Confirmation.
ix. Cellebrite Premium-aaS; Cellebrite InsEYEts; Mobile Ultra and Mobile Elite Services (“Services”)
Access and Use. Subject to Customer’s compliance with the terms and conditions contained in this
Agreement and/or in any applicable quote issued to Customer by Cellebrite, and attached to this
Agreement, in connection with each of the Services listed above, Cellebrite further grants to
Customer, during the relevant Subscription Term , a limited, non-exclusive, non-transferable (a)
right to access and use the Service in accordance with any relevant printed, paper, electronic or
online user instructions and help files made available by Cellebrite for use with the Service, as may
be updated from time to time by Cellebrite, and (b) license to download any relevant Software
where Software components are offered by Cellebrite for the purpose of using the Service, in each
case strictly under the terms of License set out in this Section 2, solely for the Authorized Purposes
and strictly for the benefit of Customer. By accessing and/or using the Service, Customer expressly
acknowledges and agrees that operational and usage information shall be shared with Cellebrite for
the purpose of providingthe Service. Such information may include, but is not limited to the number
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 5
of unlocking actions purchased by the Customer and/or left for use, types of Software downloaded
by Customer for the purpose of using the Service, etc. The Service may be affected by factors
beyond Cellebrite’s control and may not be continuous and uninterrupted. Customer acknowledges
that the Service may be subject to limitations and/or delays inherent in the use of the internet and
electronic communications, and Cellebrite is not responsible or liable for any delays, delivery
failures or other damage resulting from those technical difficulties beyond its control.
x.Cellebrite Premium-aaS; Cellebrite InsEYEts; Mobile Ultra and Mobile Elite Services (“Services”)
Placement and Use. Customer shall use the all Services and place all related Software and hardware
components provided with the Services, inside a secured room, lab, or office, where the security
measures used to secure the Services and respective components are consistent with security
measures undertaken by the Customer to protect its most sensitive activities.
B. Software Provisions.
i. Any use or operation of the Product, including the Software, with any product and/or mobile device
developed, manufactured, produced, programmed, assembled and/or otherwise maintained by any
person or entity shall be permitted only after the User has obtained any consents or approvals
required (to the extent required) pursuant to applicable Law.
ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR
REPRESENTATIVES BE LIABLE TO CUSTOMER, USER OR ANY THIRD PARTY UNDER
ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY
INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER
INDIRECT DAMAGES UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING
TO THE USE OF ANY OF THE CELLEBRITE SOFTWARE IN CONNECTION WITH ANY
PRODUCT AND/OR MOBILE DEVICE DEVELOPED, MANUFACTURED, PRODUCED,
PROGRAMMED, ASSEMBLED AND/OR OTHERWISE MAINTAINED BY ANY PERSON
OR ENTITY, WITHOUT OBTAINING EACH APPLICABLE CONSENT AND APPROVAL.
iii. No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to
Customer.
iv. Trial and Beta Software Licenses. Subject to the terms and conditions of this Agreement, Cellebrite
may grant Customer with, and Customer accepts, a nonexclusive, time-limited and nontransferable
license, effective upon delivery, to use a copy of Software or a Beta Version of the Software, in
executable form only, and any accompanying Documentation, only for Customer’s internal use to
test, trial or evaluate such Software and/or provide feedback to Cellebrite with respect thereto, in
the Territory, and not for any business or productive purposes, for a period as specified by Cellebrite
at its sole discretion, and subject to the restrictions in Section 2.
Customer assumes all risks and all costs associated with its use of the Trial and/or Beta Software,
any obligations on behalf of Cellebrite to indemnify, defend, or hold harmless under this Agreement
are not applicable to Customer’s use of any Trial and/or Beta Software. Customer’s sole and
exclusive remedy with respect to such Trial and/or Beta Software is termination of the license
thereto. There is no guarantee that features or functions of the Trial and/or Beta Software will be
available, or if available will be the same, as in the general release version of the Software.
Cellebrite will be under no obligation to provide Customer any maintenance or support services
with respect to the Trial and/or Beta Software.
IT IS CLARIFIED THAT THE LICENSE UNDER THIS SUB-SECTION IV IS PROVIDED “AS
IS”, WITHOUT ANY WARRANTY WHATSOEVER. CELLEBRITE DISCLAIMS ALL
IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS IN RELATION TO THE
TRAIL AND/OR BETA SOFTWARE, INCLUDING WITHOUT LIMITATION ANY
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 6
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
DURABILITY OR NON-INFRINGEMENT. IN NO EVENT WILL CELLEBRITE BE LIABLE
TO Customer OR TO ANY OTHER PARTY FOR ANY LOSS, DAMAGE, COST, INJURY OR
EXPENSE, INCLUDING LOSS OF TIME, MONEY OR GOODWILL, OR FOR DAMAGES OF
ANY KIND, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL IN RELATION TO THE TRAIL AND/OR BETA SOFTWARE.
v. Customer represents, warrants and covenants to Cellebrite that (a) only Users of Customer who
have obtained any necessary consents and approvals pursuant to applicable Law shall be permitted
to use any of the Products and/or Software; (b) Users of Customer shall only use any of the Products
and/or Software in compliance with the terms of service, terms of use or other agreement with a
Third Party; and (c) Customer and its Users shall only use any of the UFED family of Products in
compliance with all applicable Laws.
C. License Prohibitions. Notwithstanding anything to the contrary, Customer shall not, and shall not
permit, authorize or engage any Third Party to:
i. modify, reverse compile, reverse assemble, reverse engineer or otherwise translate all or any portion
of any Software, or create derivative works thereof;
ii. assign, pledge, rent, lease, sublicense, share, distribute, sell or otherwise transfer the Software, any
copy thereof, or any rights granted hereunder, to any third party, including without limitation selling
any Product in a secondhand market;;
iii. use any Software to provide service to any Third Party including by use on a time sharing, service
bureau, application service provider (ASP), software as a service (SAAS), cloud services, rental or
other similar basis;
iv. make copies of or reproduce of any Software and/or Documentation, except as provided for in the
license grant above;
v. remove, alter, deface, cover, obfuscate or destroy any proprietary markings, copyrights notices,
proprietary legends, labels or marks placed upon or contained within any Products and/or Software
(including, without limitation, any copyright or other attribution statements such as for open source
software);
vi. use any Embedded Software other than with Products provided by Cellebrite or an authorized
reseller of Cellebrite or for more than the number of Products purchased from Cellebrite or an
authorized reseller of Cellebrite;
vii. disclose any results of testing or benchmarking of any Software to any Third Party;
viii.use any Update or Upgrade beyond those to which Customer is entitled or with any Software to
which Customer does not have a valid, current license;
ix. deactivate, modify or impair the functioning of any disabling code in any Software;
x. circumvent or disable Cellebrite’s copyright protection mechanisms or license management
mechanisms;
xi. use the Product, any Software or any Third Party Software, alone or in combination with other
activities, products or services, in any activity or manner that violates or supports, assists, facilitates,
enables, constitutes or is otherwise deemed to be in violation of:
(1) any order, regulation or Law (including but not limited to any Law with respect to human
rights or the rights of individuals) or to support any illegal activity;
(2) any human rights standards of any person, group, or community, and best practice including
internationally recognized human rights instruments, such as the Universal Declaration of
Human Rights, the International Covenant on Civil and Political Rights, and the
International Labor Organization Declaration on Fundamental Principles and Rights at
Work;
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 7
(3) any rights of any Third Party.
xii. use any Product for any training purposes, other than for training Customer’s employees, where
Customer charges fees or receives other consideration for such training, except as authorized by
Cellebrite in writing;
xiii.combine or operate any Products or Software with other products or software, without prior written
authorization of Cellebrite or its Affiliates, including without limitation any installation of any
software on any Product; or,
xiv. attempt any of the foregoing.
The licenses set out hereunder are at all times subject to these prohibitions and any contravention thereof
shall constitute a material breach of this Agreement. Cellebrite expressly reserves the right to seek all
available legal and equitable remedies to prevent any of the foregoing and to recover any lost profits,
damages or costs resulting from any of the foregoing.
For the purpose of this Section, it is hereby clarified that “Third Party” shall include: Customer’s
affiliates, employees, licensors, suppliers or Customers. If the event that the Customer is a governmental
body the followings shall also be included: any federal, state, local, judicial or other governing body
having jurisdiction over any of the foregoing.
D. Legal Exception. Customer agrees that, to the extent that any applicable Law (including without
limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs)
grants Customer the right to reverse engineer any Software to make it interoperable without Cellebrite’s
consent, before Customer exercises any such rights, Customer shall notify Cellebrite of such desire and,
no later than sixty (60) days following receipt of such request, Cellebrite may decide either to:
(a) perform the work to achieve such interoperability and charge its then-standard rates for such work
to Customer; or (b) permit Customer to reverse engineer parts of such Software only to the extent
necessary to achieve such interoperability. Only if and after Cellebrite, at its sole discretion, partly or
completely denies Customer’s request, shall Customer exercise its statutory rights.
E. Network Usage. Customer understands and agrees that Cellebrite may use Customer’s internal network
and Internet connection for the limited purpose of transmitting license-related data at the time of
installation, registration, use or update of Software to a Cellebrite-operated license server. At such time,
Cellebrite may validate the license-related data in order to protect Cellebrite against unlicensed or illegal
use of any Software. At its option, Cellebrite may only permit activation of Software upon exchange of
license related data between Customer’s computer and the Cellebrite license server.
F. Third Party Software. Customer acknowledges and agrees that the access and use of any Software (or
certain features thereof) may involve access and/or use of Third Party Software. In addition to the
Agreement, Customer shall comply with the terms and conditions applicable to any such Third
Party Software, including without limitation the following terms and conditions:
i. Bing Maps - https://www.microsoft.com/en-us/maps/product/terms-april-
2011; http://aka.ms/BingMapsMicrosoftPrivacy
ii. OpenStreetMap – http://www.openstreetmap.org/copyright
iii. Chainalysis Inc. -https://legal.cellebrite.com/intl/ChainalysisEULA.htm
Additional Third Party Licenses can be found here: https://www.cellebrite.com/en/blackbag-
agreements/#third_party
G. No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant any
license to Customer, whether by implication or otherwise.
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 8
H. Open Source Software.
i. Software may use and/or be provided with third party open source software, libraries or other
components (“Open Source Component”), including those detailed in the open source notices files
separately conveyed to Customer. To the extent so stipulated by the license that governs each Open
Source Component (“Open Source License”), each such Open Source Component is licensed
directly to Customer from its respective licensors and not sublicensed to Customer
by Cellebrite, and such Open Source Component is subject to its respective Open Source
License, and not to this Agreement. If, and to the extent, an Open Source Component requires that
this Agreement effectively impose, or incorporate by reference, certain disclaimers, permissions,
provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions
or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as
required, and shall supersede any conflicting provision of this Agreement, solely with respect to
the corresponding Open Source Component which is governed by such Open Source License.
ii.If Customer or another party on its behalf, modifies, replaces or substitutes any Open Source
Component used in or provided with this Software, Customer hereby fully, forever, irrevocably
and unconditionally releases and discharges Cellebrite, its Affiliates and its and their employees,
officers, directors, resellers, distributors and representatives (collectively, “Released Parties”) from
any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts,
covenants, liabilities, warranties, performance and maintenance and support
obligations (collectively, “Released Claims”), of every kind and nature, with respect to such Open
Source Software, including without limitation any such Released Claims that arise as a matter of
applicable Law.
iii. If an Open Source License requires that the source code of its corresponding Open Source
Component be made available to Customer, and such source code was not delivered to Customer
with the Software, then Cellebrite hereby extends a written offer, valid for the period prescribed in
such Open Source License, to obtain a copy of the source code of the corresponding Open Source
Component, from Cellebrite. To accept this offer, Customer shall contact Cellebrite
at support@cellebrite.com.
I. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement, the
Product is an on-premise solution used and operated solely by Customer without the involvement
of Cellebrite; (b) Cellebrite is not engaged in any processing of ‘personal data’ (as this term is used
in Laws governing data privacy and data protection) that flows through the Product; and therefore
(c) with respect to Cellebrite activities in the scope of this Agreement, Cellebrite is neither a ‘data
controller’ nor ‘data processor’ (as these terms are used in Laws governing data privacy and data
protection). Cellebrite will not process any Licensee data aside from Licensee employee email
addresses and names if Licensee contacts Cellebrite for technical support. In the event that
Licensee intends for Cellebrite to process any other data that is subject to data processing laws
("Controlled Data") then Licensee shall notify Cellebrite prior to sharing any Controlled Data,
and the Parties will enter into a Data Processing Agreement.
J Aggregated Statistics and Usage Data. Customer hereby agrees and consents that Cellebrite may
monitor Customer’s use of the Software, Products and Services and use Customer usage data or other
information in an aggregate and anonymous manner, including to compile statistical and performance
information related to the provision and operation of the Software, products and Services (“Aggregated
Statistics”). As between Cellebrite and Customer, all right, title and interest in the Aggregated
Statistics and all Intellectual Property Rights therein, shall belong to and are retained solely by
Cellebrite. Customer acknowledges and agrees that Cellebrite will be compiling Aggregated Statistics
including information and inputs Customer and by other Customers and Customer agrees that Cellebrite
may (a) make such Aggregated Statistics publicly available, provided that such data and information
does not identify Customer or its Confidential Information and (b) use such information to the extent
and in the manner permitted by applicable law or regulation and for any purpose of data gathering,
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 9
analysis, service and product enhancement and marketing, provided that such data and information does
not identify Customer or its Confidential Information.
3. OWNERSHIP
A. Title to Software. Notwithstanding anything to the contrary, Software furnished hereunder is provided
to Licensee subject to and in accordance with the terms and conditions of the EULA. All title and
interest of the Software, Services and and/or any related Documentation and any derivative works
thereof shall remain solely and exclusively with Cellebrite or its licensors, as applicable. Nothing in
this Agreement constitutes a sale, transfer or conveyance of any right, title or interest in any Software
Service and/or Documentation or any derivative works thereof. Any reference to a sale of Products shall
be understood as a license to Software or Services under the terms and conditions of this Agreement.
B. Intellectual Property. All intellectual property rights relating to the Software and/or the Products,
including without limitation, all patents, trademarks, algorithms, binary codes, business methods,
computer programs, copyrights, databases, know-how, logos, concepts, techniques, processes, methods,
models, commercial secrets and any other intellectual property rights, including any new developments
or derivative works of such intellectual property, whether registered or not, are and shall remain the
sole and exclusive property of Cellebrite or its licensors, as applicable.All right, title and interest in and
to any inventions, discoveries, improvements, methods, ideas, computer and other software or other
works of authorship or other forms of intellectual property which are made, created, developed, written,
conceived of or first reduced to practice solely, jointly with Licensee or on behalf of Licensee shall be
and remain with Cellebrite or its licensors, as applicable. Any suggestions, improvements or other
feedback provided by Licensee to Cellebrite regarding any Products, Software or services shall be the
exclusive property of Cellebrite. Licensee hereby freely assigns any intellectual property rights to
Cellebrite in accordance with this Section, including any moral rights.
4. CONFIDENTIALITY –The parties may each disclose to the other proprietary information related to the
subject of the Agreement (“Confidential Information”). Software, Documentation, Trade Secrets, and any
technical information related thereto are Confidential Information of Cellebrite without any marking
requirement, but any other information disclosed in writing must be marked “confidential” or “proprietary”
to be deemed the Confidential Information of a party. Information disclosed orally may be deemed
Confidential Information if the disclosing party says it is proprietary and summarizes it in a writing to the
other party within twenty (20) days of the oral disclosure.
Pursuant to 18 U.S.C. §1833(b) , Customer shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of Cellebrite’s Trade Secrets (as defined below) only if such
disclosure is made: (i) in confidence to a Federal, State, or local government official, solely for the purpose
of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a
lawsuit or other proceeding, if such filing is made under seal. In court proceedings claiming retaliation by
Cellebrite for Customer’s reporting a suspected violation of law, Customer may only disclose
Cellebrite Trade Secrets to Customer’s legal counsel and may only use the Trade Secret information, if
Customer (i) files documents containing Trade Secrets under seal; and (ii) Customer does not otherwise
disclose Cellebrite Trade Secrets, except pursuant to a court order.
The term “Trade Secret” means all forms and types of financial, business, scientific, technical, economic,
or engineering information, including patterns, plans, compilations, program devices, formulas, designs,
prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible,
and whether or how stored, compiled, or memorialized physically, electronically, graphically,
photographically, or in writing if: (a) Cellebrite has taken reasonable measures to keep such information
secret; and (b) the information derives independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable through proper means by, another person who can
obtain economic value from the disclosure or use of the information.
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 10
The receiving party shall: (a) hold Confidential Information in confidence using the same degree of care as
it normally exercises to protect its own proprietary information but at least reasonable care, (b) restrict
disclosure and use of Confidential Information to only employees (including any agents, contractors or
consultants) with a need to know who are advised of their obligations with respect to Confidential
Information, (c) not copy, duplicate, reverse engineer or decompile Confidential Information, (d) use
Confidential Information only in furtherance of performance under the Agreement, and (e) upon expiration
or termination of the Agreement, at the disclosing party’s option, destroy or return all Confidential
Information to the disclosing party.
The receiving party shall have no obligation regarding Confidential Information that: (a) was previously
known to it free of any confidentiality obligation, (b) was independently developed by it, (c) is or becomes
publicly available other than by unauthorized disclosure, (d) is disclosed to third parties by the disclosing
party without restriction, (e) is received from a third party without violation of any confidentiality
obligation, or (f) is subject to the California Public Records Act (CA Government Code § 6250 et seq.) or
California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.).
If a party is faced with legal action or a requirement under applicable Law to disclose or make available
Confidential Information received hereunder, such party shall promptly notify the disclosing party and,
upon request of the latter, cooperate in contesting such action or requirement at the disclosing party’s
expense. Neither party shall be liable for damages for any disclosure or unauthorized access pursuant to
legal action or applicable Law or for inadvertent disclosure, access, or use if the customary degree of care
as it uses with respect to its own proprietary information has been exercised and if, upon discovery of such
inadvertent disclosure, access, or use the receiving party has endeavored to prevent any further (inadvertent
or otherwise) disclosure or use.
5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY.
A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this Section
5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers, employees,
agents, representatives, shareholders, subcontractors and suppliers; and “damages” shall be deemed to
refer collectively to all injury, damage, loss or expense incurred.
B. Exclusive Remedies. Cellebrite’s entire liability and Customer’s exclusive remedies against Cellebrite
for any damages caused by any Product or Software defect or failure, or arising from the performance
or non-performance of any obligation under the Agreement, regardless of the form of action, whether
in contract, tort including negligence, strict liability or otherwise shall be:
i. For bodily injury or death to any person proximately caused by Cellebrite, Customer’s direct
damages; and
ii. For all other claims, Cellebrite’s liability shall be limited to direct damages that are proven, in an
amount not to exceed the total amount paid by Customer to Cellebrite during the twelve (12) month
period that immediately preceded the event that gave rise to the applicable claim. The limitations
on liability shall not apply to Cellebrite’s indemnification obligations under Section 7.
C. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CELLEBRITE
SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR
OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS,
SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT CELLEBRITE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY
EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY.
D. No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE
DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO
ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE BY,
ANYONE OTHER THAN Customer.
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 11
E. Third Party Software Liability. Notwithstanding anything to the contrary, Cellebrite shall not be liable
to Customer or any User for any damages due to use of any Third Party Software. The limitations and
exclusions from liability under the terms and conditions applicable to any Third Party Software (which
are applicable to the arrangement between Customer and the applicable provider of such Third Party
Software) shall govern and apply with respect to the use of each such Third Party Software.
Additionally, Cellebrite does not provide any warranty with respect to any Third Party Software. The
warranty provided by the terms and conditions applicable to any Third Party Software (which are
applicable to the arrangement between Customer and the applicable provider of such Third Party
Software) shall apply to Third Party Software.
6. Reserved.
7. CELLEBRITE INDEMNITY – Cellebrite will, at its expense: (i) indemnify, defend and hold Customer
and its Affiliates and its and their officers and directors harmless from any Third Party claim to the extent
alleging that any Software furnished under this Agreement directly infringes any patent, copyright or
trademark or misappropriates any trade secret, in each case having legal effect in the Territory; (ii)
reimburse Customer for any expenses, costs and liabilities (including reasonable attorney’s fees) incurred
relating to such claim; and (iii) pay all settlements, damages and costs assessed against Customer and
attributable to such claim.
In connection with satisfying its obligations hereunder, Cellebrite may, at its option and expense: (a) procure
for Customer and/or its Customers the right to continue using such Software or any Product on which such
Software is embedded; (b) replace or modify any such Software or any Product on which such Software is
embedded, to be free of such infringement; or (c) require return of such Software or any Product on which
such Software is embedded, and refund the purchase price or license price depreciated on a straight-line
basis over a three (3) year period from the delivery date.
Cellebrite shall have no obligations under this Section 7 with respect to any Excluded Item.
Cellebrite’s obligations under this Section 7 are conditioned upon: (1) Customer giving Cellebrite prompt
written notice (within no more than thirty (30) days) after any such claim, unless Cellebrite would not be
materially prejudiced thereby; (2) Cellebrite having complete control of the defense and settlement of such
claim; (3) Customer cooperating fully with Cellebrite to facilitate the defense or settlement of such claim;
and (4) Customer’s substantial compliance with the Agreement.
The sale of any Product by Cellebrite shall not in any way confer upon Customer, or upon anyone claiming
under Customer, any license (expressly, by implication, by estoppel or otherwise) under any patent claim
of Cellebrite or others covering or relating to any combination, machine or process in which such Product
is or might be used, or to any process or method of making such Product.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE
PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL
PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.
8. DISABLING CODE
A. Disabling Code. Software may be provided to Customer with code that allows Cellebrite to disable such
Software. Except as provided in Section 8.B, Cellebrite will not invoke such disabling code without
Customer’s prior consent.
B. Invocation of Disabling Code. Notwithstanding anything to the contrary, Cellebrite may invoke the
disabling code without Customer’s consent if (i) Cellebrite reasonably believes that such Software has
been, is being, or will be used in violation of Laws; (ii) Cellebrite is required to do so because of a court
or regulatory order; (iii) Customer has not paid an outstanding invoice more than sixty (60) days after
such invoice is due, or; (iv) Customer has used the Software other than as authorized by Customer’s
license. Cellebrite shall have no liability to Customer for any good faith invocation of any such disabling
code.
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 12
9. TERM AND TERMINATION
A. Term. The term of this EULA is while any Software is under Customer’s control or possession. The
License Term shall be determined in a separate agreement between Cellebrite and the Customer.
B. Termination. Either party may terminate this Agreement with 30 days’ written notice to the other party.
Buyer shall be responsible for payment for all Products and/or Software delivered by Cellebrite to Buyer
under purchase orders where such delivery is made prior to the effective date of the termination. Upon
termination of this Agreement, Buyer shall work with Cellebrite to deinstall and transfer the Product
and/or destroy any copies of the Software under the Buyer’s control, provided however, that Cellebrite
may not access Buyer’s premises without Buyer’s express written consent and accompaniment by a
Buyer escort. Cellebrite may terminate the Agreement and revoke the license granted hereunder by
giving the other party a written notice to be effective immediately in case Cellebrite reasonably
determines that it can no longer comply with the terms of the Agreement in accordance with the
requirement of any applicable law, rule, and/or regulation. Notwithstanding the foregoing, Cellebrite
shall not provide any refunds or reduce the product price unless termination is for either Cellebrite’s
convenience or Cellebrite’s breach.
C. Survival. The provisions of Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any termination
or expiration of this EULA.
10. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE
A. Choice of Law; Jurisdiction.
i. The Parties agree to meet and discuss any dispute or claim relating to the Agreement prior to seeking
any judicial resolution, for a period of at least thirty (30) days, during which either party may request
confidential mediation. If either party requests confidential mediation, the Parties shall conduct a
minimum of two (2) days of confidential mediation with a neutral mediator selected by the
American Arbitration Association in San Diego, California.
ii. Any disputes between the Parties will be governed by the laws of the State of California without
giving effect to any conflict of law rules or principles. Venue for any disputes will be in state or
federal court in San Diego County, California. Neither party shall be required to submit to binding
arbitration and each party shall bear its own attorney fees and costs in any dispute.
B. Litigation Support. Cellebrite will only provide litigation support or testimony related to this Agreement
if Cellebrite is compensated for its participation, including all travel expense, attorneys’ fees, lost
opportunity costs, and other applicable amounts. Purchaser will contact Cellebrite for a quote.
C. Governing Language. The parties hereto have required that this EULA be drawn in the English
language, and that the English language version shall control over any translations thereof. If Customer
is located in Quebec, the following sentence shall apply: Les
parties conviennent que cette EULA soient rediges en anglais.
11. ASSIGNMENT – Except to the extent otherwise required by applicable Law or expressly provided for
assignment generally in the Agreement, no license provided to Customer is sublicensable, transferable or
assignable by Customer, including by operation of Law, change of control, merger, purchase or otherwise,
without the prior written consent of Cellebrite in each instance. Other than as expressly permitted by the
foregoing, any attempted sublicense, transfer or assignment by Customer shall be null and void.
12.NO-WAIVER – No course of dealing or failure of either party to strictly enforce any term, right or
condition of the Agreement shall be construed as a waiver of such term, right or condition.
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 13
13. ENTIRE AGREEMENT – The terms and conditions contained in this EULA supersede all prior oral or
written understandings between the parties and shall constitute the entire agreement between the parties
with respect to the subject matter of this EULA, except as provided for in the preamble to this EULA. All
amendments to this Agreement must be made in writing and by mutual agreement of the Parties.
14. CONSTRUCTION; SEVERABILITY – The headings used in this EULA are for reference purposes only
and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision
hereof. If any provision of this EULA is held to be invalid or unenforceable for any reason, the validity,
legality, and enforceability of the remaining provisions will not be affected or impaired. The parties shall
interpret the affected provision in a manner that renders it enforceable while attempting to closely
approximate the intent and effect of the affected provision.
15. USA GOVERNMENT USERS ONLY
This Section does not apply to any private enterprise, public or private corporation, law firm,
consulting company, digital forensics company, non-law enforcement agency, private person, or any
other corporate entity that is a Licensee.
A. U.S. Government Customers. The Software and Services were developed exclusively at private
expense and qualifies as a “commercial item” consisting of “commercial computer software” and/or
“computer software documentation” as such terms are defined and used at FAR (48 C.F.R.) 2.101. Use,
duplication or disclosure of the Software by the U.S. Government are subject to restrictions set forth in
this Agreement, in accordance with FAR 12.212 and/or DFARS 227.7202-4, as applicable.
B. INAPPLICABLE TERMS AND PROVISIONS – VOID AB INITIO. This Section only applies to
U.S. local, county, state, governmental agencies and other U.S. law enforcement agencies that are state
or federally funded by the United States Government. Subject to the foregoing statements, to the extent
that any term or provision of the Agreement, is considered void ab initio, or is otherwise unenforceable
against the Licensee pursuant to applicable U.S. Law that expressly prohibits Licensee from agreeing
to such term or condition, then such conflicting term or provision in this Agreement shall be struck to
the extent to make such term or provision enforceable, and the remaining language, if any, shall remain
in full force and effect. Any Licensee policies or procedures which are not expressly required by U.S.
Law, shall not apply or be incorporated into the Agreement.
16. WARRANITES
A. Hardware Warranty.
Subject to the remaining Sections of this Appendix I, Cellebrite warrants that each Product, including
all firmware but excluding: 1) Software, for which the warranty is only as provided under Section B, 2)
other Accessories, for which the warranty shall be as provided below, and 3) related services or
prototypes of any Product, shall perform in substantial conformance with its Documentation for twelve
(12) months after delivery (the “Warranty Period”). If any failure to conform to such specification
(“Defect”) is suspected in any Product during the Warranty Period, Licensee, after obtaining return
authorization information from Cellebrite, shall ship suspected defective samples of the Product to
Cellebrite in accordance with Cellebrite’s instructions at Licensee's expense. No Product will be
accepted for repair, replacement, credit or refund without the written authorization of
Cellebrite. Cellebrite shall analyse the Defect and any technical information provided by Licensee to
verify whether any Defect appears in the Product.
If a returned Product does not have a Defect, Licensee shall pay Cellebrite all costs of handling,
inspection, repairs, and transportation at Cellebrite’s then-prevailing rates. If a returned Product has a
Defect, Cellebrite shall, at its option, either repair or replace the defective Product with the same or
equivalent Product without charge. If, after a period of thirty days following Cellebrite’s receipt of the
returned Product, repair or replacement has not occurred then Cellebrite will credit or refund (at
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 14
Cellebrite's option) the purchase price, provided: (i) Licensee notifies Cellebrite in writing of the
claimed Defect within thirty (30) days after Licensee knows or reasonably should know of the claimed
Defect, and (ii) the Defect appears within the Warranty Period. Cellebrite shall ship any replacement
Product DAP, excluding Import VAT (Incoterms 2010), to Licensee’s destination. Title to any replaced
Product or replaced parts of any Product shall pass to Cellebrite upon delivery.
In no event shall Cellebrite be responsible for deinstallation or reinstallation of any Product or for the
expenses thereof. Repairs and replacements covered by the above warranty will perform in substantial
conformance with the Documentation for a period of (i) six (6) months from the date of repair or
replacement or (ii) until the expiration of the original Warranty Period, whichever is later.
Accessories shall perform in substantial conformance with their Documentation for six (6) months after
Licensee’s receipt (the “Accessories Warranty Period”). If any Defect is suspected in any accessories
during the Accessories Warranty Period, Licensee, after obtaining return authorization information
from Cellebrite, shall ship suspected defective Accessories to Cellebrite in accordance with Cellebrite’s
instructions. No Accessories will be accepted for repair or replacement without the written authorization
of Cellebrite. If returned Accessories do not have a Defect, Licensee shall pay Cellebrite all costs of
handling, inspection, repairs and transportation at Cellebrite’s then-prevailing rates. If returned
Accessories have a Defect, Cellebrite shall either repair or replace the defective Accessories with the
same or equivalent Accessories without charge. Title in any replaced Accessories shall pass to
Cellebrite upon delivery of the replacement Accessories.
“Accessories” shall mean using any peripheral equipment which accompanies, or is used in conjunction
with, the Products, including without limitation, cables, kits, connectors or other accessories.
B. Software Warranty:
Cellebrite warrants to Licensee that the Software will perform substantially in conformance with its
Documentation during the Software License Period. As Purchaser’s sole and exclusive remedy,
Cellebrite will, at its sole expense, and as its sole obligation, promptly repair or replace any Software
that fails to meet this limited warranty . Software shall be provided with an initial twelve (12) months
license which may be renewed by Purchaser for additional terms against payment of the applicable
subscription fees to Cellebrite (the “Software License Period”). During the Software License Period
Cellebrite shall provide Purchaser with periodical Software Updates, at Cellebrite's sole and absolute
discretion.
C.Exclusions:
Cellebrite is not responsible for any claimed breach of any warranty caused by: (a) Licensee’s use of
the Products or Software in violation of Section 2(C) (“License Prohibitions”); (b) placement of the
Products or Software in an operating environment contrary to specific written instructions and training
materials provided by Cellebrite to Licensee; (c) Licensee’s intentional or negligent actions or
omissions, including physical damage, fire, loss or theft of a Product; (d) cosmetic damage to the outside
of a Product, including ordinary wear and tear, cracks or scratches; (e) for any Product with a touch
screen, any Defect in such a touch screen after thirty (30) days from the date of receipt of such Product,
or any Defect caused in a touch screen by Licensee’s negligence or wilful misconduct; (f) maintenance
of the Products or Software in a manner that is contrary to written instructions provided by Cellebrite
to Licensee; (g) a product or service not provided, authorized or approved by Cellebrite for use with the
Products or Software; (h) any repair services not authorized or approved by Cellebrite; (i) any design,
documentation, materials, test data or diagnostics supplied by Licensee that have not been authorised
or approved by Cellebrite; (j) usage of any test units, experimental products, prototypes or units from
risk lots (each of which is provided “AS IS” to the maximum extent permissible by law); (k) any third
party original equipment manufacturer’s restrictions on individual phones or models of phones that
prevent the phones or models of phones from working with the Products or Software; (l) any damage
••. + ~ . .-Cellebrite
CCellebritee HQ:Derech Shlomo Shmeltzer 94, Kiryat Arye, Petah Tikva, P.O.B 3925, Israel 15
to a third party device alleged to or actually caused by or as a result of use of a Product or Software
with a device; (m) any Products that have had their serial numbers or month and year of manufacture
or shipment removed, defected or altered; (n) any interactions or other effects relating to or arising out
of the installation of copies of the Software beyond the number of copies authorised by an agreement
between Cellebrite and Licensee; (o) use of Products or Software incorporated into a system, other than
as authorised by Cellebrite; or (p) any Products or Software that has been resold or otherwise transferred
to a third party by Licensee (any Product or Software affected by the cases in (a)-(p) is referred to
hereinafter as an “Excluded Item”). The warranties herein do not apply to, and Cellebrite makes no
warranties with respect to the computer or other platform on which the Software is installed or otherwise
embedded.
D. Warranty Limitations:
EXCEPT AS STATED IN THIS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY
LAW, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND
SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND
CONDITIONS, EXPRESS OR IMPLIED, AT COMMON LAW OR BY STATUTE, AND
SPECIFICALLY DISCLAIM ANY WARRANTY AND/OR CONDITION RELATING TO THE
PRODUCTS, SERVICES, OR THE CONFIDENTIAL INFORMATION, INCLUDING THOSE OF
MERCHANTABILITY, ACCURACY, PATENT SUFFICIENCY, FITNESS FOR A PARTICULAR
PURPOSE, USE, VALUE, NON VIOLATION OF PRIVACY RIGHTS, , OR NONINFRINGEMENT
OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY AND ALL WARRANTIES
ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE,
AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION OR THAT
THE PRODUCTS WILL BE OF SATISFACTORY QUALITY. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF AN
ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE’S OBLIGATION
(i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS COMMERCIALLY
FEASIBLE, TO REFUND SUCH ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND
EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL
PURPOSE.
Cellebrite expressly disclaims and renounces any warranty or representation that the Products and/or
the Software can work with all types of devices, any particular device, or with any particular version of
any operating system. Licensee assumes the entire risk and all liabilities that the Product and/or the
Software will not work with respect to any such device. THE LICENSEE’S BENEFITS FROM THE
SERVICES ARE PROVIDED BY CELLEBRITE ON AN “AS-IS” AND “WHERE IS” BASIS AND
WITH ALL FAULTS.
E. Repaired or Replaced Products:
Before returning a Product for service, Licensee will back up any data contained in such Product. IN
NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE
OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER RELATING TO
OR ARISING OUT OF DAMAGE TO, LOSS OF, OR CORRUPTION OF, ANY RECORDS,
PROGRAMS, DATA OR INFORMATION RESULTING FROM CELLEBRITE’S REPAIR OR
REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT OF A FAILURE OR
MALFUNCTION OF A PRODUCT.
EULA Version: November 2023
••. + ~ . .-Cellebrite
Attachment “C”
CITY OF CARLSBAD
INSURANCE REQUIREMENTS
1.0 INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property by Contractor or Contractor’s
agents, representatives, employees or subcontractors during the performance of Contractor’s
obligations under the Agreement. The insurance will be obtained from an insurance carrier admitted
and authorized to do business in the State of California. The insurance carrier is required to have a
current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of
California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating
Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance
Commissioners (NAIC) latest quarterly listings report.
1.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum
limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification
obligations under this Agreement. City, its officers, agents and employees make no representation that
the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are
adequate to protect Contractor. If Contractor believes that any required insurance coverage is
inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate,
at Contractor's sole expense.
1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
“occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000
per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply
separately to this project/location or the general aggregate limit shall be twice the required
occurrence limit.
1.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's
work for City, $2,000,000 combined single-limit per accident for bodily injury and property
damage.
1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
1.2 Additional Provisions. Contractor will ensure that the policies of insurance required
under this Agreement contain, or are endorsed to contain, the following provisions:
1.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
1.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and will not be canceled without thirty (30) days prior written notice to City sent by certified
mail pursuant to the Notice provisions of this Agreement.
Attachment “C”
1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
DPWFSBHFT
Uhen City will have the option to declare Contractor in breach.