THIS USER AGREEMENT FOR USE DURING THE VERACODE HACKER GAMES, AS DEFINED BELOW, (“AGREEMENT”) CONTAINS TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW), AND IS A CONTRACT BETWEEN VERACODE, INC. (“VERACODE”), AND THE UNIVERSITY (AS DEFINED BELOW) THAT YOU REPRESENT (“YOU” OR “YOUR” OR “YOURSELF”). YOU ARE RESPONSIBLE FOR CAREFULLY READING THE TERMS OF THIS AGREEMENT BEFORE AGREEING TO THESE TERMS AND ACCESSING OR USING ANY VERACODE SECURITY LABS SERVICES (“SERVICES”). BY AGREEING TO THESE TERMS AND ACCESSING OR USING SUCH SERVICES, YOU CONFIRM THAT YOU HAVE READ AND ACCEPT THIS AGREEMENT.
1. License Grant
This Agreement is made and entered into on the first day that the Services are activated for Your use, and will remain in effect for the Entry Period as stated in the Official Rules (as defined below), (the “Entry Period”). By registering for the Services, You represent and warrant that You have the legal power and authority to enter into this Agreement and to legally bind Yourself or Your University to its terms. The terms and conditions of this Agreement shall govern the Services to be provided by Veracode during the Entry Period. A Definitions section is included at the end of this Agreement which includes further applicable definitions used in this Agreement. Subject to the terms and conditions of this Agreement, Veracode hereby grants You a non-exclusive, non-transferable, non-assignable, limited license to use and make available to Your student participating in the Veracode Hacker Games the Services during the Entry Period solely to compete in the Veracode Hacker Games in accordance with the Official Rules and not for any commercial or competitive purpose, other than as stated herein. All rights not expressly granted to You are reserved by Veracode. Veracode reserves the right to make changes, modifications, reduction in functionality and enhancements to the Services, at any time, without prior notice.
2. Your Responsibilities
You are responsible for all activity occurring under Your account and Your student participant accounts and shall comply with all applicable laws and regulations in connection with such use of the Services, including but not limited to those related to data privacy, international communications, the transmission of technical or personal data and export control laws and regulations. You agree and understand that if You or Your student participants cause damage to the Services while participating in the Veracode Hacker Games, You shall be liable for any costs of the restoration of the Services at Veracode’s sole discretion. You shall: (i) notify Veracode immediately of any unauthorized use of any password or account or any other known or suspected breach of security with respect to the Services; (ii) report to Veracode immediately and use reasonable efforts to immediately stop any copying or distribution or misuse of Services, that becomes known or suspected by You or Your student participants; (iii) not impersonate nor allow your student participants to impersonate another Veracode user or provide false identity information to gain access to or use the Services; (iv) not, nor allow your student participants to, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (v) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Veracode or authorized within the Services) or allow your student participants to do the same; (vi) use or allow your student participants to use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (vii) remove any proprietary notices or labels or allow your student participants to do the same. Additionally, neither You or your student participants shall use the Services to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (v) attempt to gain unauthorized access to the Services or its related systems or networks.
3. Indemnification
You shall indemnify and hold Veracode, officers, directors, and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that use of Your Data infringes a copyright, patent, or a trademark of, or has caused harm to the rights of, a third party provided in any such case that Veracode (a) promptly gives notice of the claim to You; (b) gives You sole control of the defense and settlement of the claim (provided that You may not settle such claim unless such settlement unconditionally releases Veracode of all liability and does not adversely affect Veracode’s business or Service); (c) provides to You all available information and commercially reasonable assistance at Your expense; and (d) has not compromised or settled such third-party claim.
4. Data
To the extent You or your student participants enter any Data into the Services, You shall have sole responsibility for the accuracy, quality, integrity, legality, and intellectual property ownership or right to use all Data, and Veracode shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of the Data. Veracode’s use of Your Data shall be limited to the purpose of providing the Services to You. To the extent You or your student participants enter Data into the Services, You agree and acknowledge that Veracode is not obligated to retain any of that Data after termination or expiration of Entry Period, and (ii) Veracode may delete the Data after the end of the Entry Period, without further notice, obligation or liability to You.
5. Intellectual Property Ownership
Veracode (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Veracode Technology, the Services, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Services, the Veracode Technology or the Intellectual Property Rights owned by Veracode. The Veracode name, logo, and the product names associated with the Services are trademarks of Veracode or third parties, and no right or license is granted to use them.
6. Suspension and Termination
Veracode reserves the right to suspend or terminate this Agreement and the Services, with or without cause, at any time, with or without notice.
7. Disclaimer of Warranty
THE SERVICES ARE PROVIDED “AS IS” AND VERACODE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND VERACODE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. VERACODE DOES NOT WARRANT THAT THE SERVICES, ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF VERACODE TO ANY THIRD PARTY. VERACODE’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VERACODE IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS NOT CAUSED BY VERACODE.
8. Limitation of Liability
IN NO EVENT SHALL VERACODE BE LIABLE FOR ANY DAMAGES, OF WHATEVER NATURE, AS A RESULT OF THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF VERACODE HAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Assignment
You may not assign this Agreement. Any purported assignment in violation of this Section shall be void. This Agreement binds and benefits the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns.
10. Confidentiality
During the Entry Period and continuing after termination, You shall retain in confidence, and not use except for the purposes described in this Agreement, the confidential and proprietary information of Veracode.
11. Use of Trademarks and Publicity
Veracode shall have the right to use Your University’s name, logo, trademark, or other proprietary marks (“Marks”) in connection with the Veracode Hacker Games for any Veracode written and oral presentations, advertising, and promotional materials and/or Web sites. You represent that you are authorized to do so on behalf of Your University, no further permission will be necessary in order for Veracode to use the Marks.
12. Miscellaneous
Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the transactions contemplated by this Agreement. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement.
Force Majeure. If the performance of any obligation hereunder is interfered with by reason of any circumstances beyond a party’s reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, power surges or failures, or the act or omission of any third party, the party shall be excused from such performance to the extent necessary, provided the party shall use reasonable efforts to remove such causes of nonperformance.
General. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, the obligations set forth in Sections 6, 7 and 9.
13. Definitions
“Data” means any data, information, or material that You or your student participants may disclose or submit to Veracode in the course of using the Services;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“Official Rules” means the Official Rules – Universities or Veracode Hacker Games Official Rules – Student Participants, as applicable, to which You are bound to in order to compete during the Veracode Hacker Games, a copy of which can be found at [https://info.veracode.com/hacker-games-student-official-rules.html] (Student Participants) and [https://info.veracode.com/hacker-games-university-official-rules.html] (Universities);
“Veracode Hacker Games” means the contest as described in the Veracode Hacker Games Official Rules– Universities or the Veracode Hacker Games Official Rules – Student Participants, as applicable;
“Veracode Technology” means all of Veracode’s proprietary technology (software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Veracode in providing the Services;
“University” means learning institution that has agreed to open the Veracode Hacker Games to student participation at the learning institution, be the administrator for each team that will represent the university, and that has agreed to the Official Rules - Universities; and
“User(s)” means You and Your students that You authorize to use the Services and have been supplied temporary user identifications and passwords by You (or by Veracode at Your request).