THE TERMS OF SERVICE SET FORTH BELOW (THE “TERMS”) GOVERN YOUR USE OF CHECK POINT CLOUDGUARD SAAS SERVICE (THE “SERVICE”) AND ARE A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL USING THE SERVICE AND ANY LEGAL ENTITY ON WHOSE BEHALF SUCH INDIVIDUAL IS ACTING (“YOU” or “Your”) AND CHECK POINT SOFTWARE TECHNOLOGIES LTD. (“CHECK POINT”). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE.
BY YOUR USE OF SERVICE PROVIDED OR YOUR CLICKING TO ACCEPT OR AGREE TO THE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE ANY INFORMATION CONTAINED IN THE SERVICE. YOUR CONTINUED USE OF SERVICE PROVIDED SHALL BE DEEMED TO BE YOUR CONTINUED AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW.
1. RIGHT TO USE AND RESTRICTIONS
1.1 Right to Use the Services. Subject to these Terms and the terms specified in Your order for Services, as approved by Check Point, at its sole discretion (“Service Order”), and payment of the applicable fees, Check Point hereby grants only to You, a non-exclusive, non-sublicensable, non-transferable license for the service term specified in your Service Order (“Service Term”) to access and use the Services in accordance with the relevant documentation provided by Check Point.
1.3 Managed Service Provider. Notwithstanding Section 1.2 of these Terms, if it is indicated in Your Service Order that You provide the Services to Your Customers as a managed service provider (“Managed Service Provider”), the Services are licensed to You only for the operations of Your customers. You are responsible for (i) the compliance with these Terms by Your customers (ii) obtaining the consent of each of Your customers to these Terms as a condition to use by each such customer of the Service; and (iii) maintaining an evidence of such consent.
1.4 Trial or Evaluation License. If You use the Services for an initial trial or evaluation> period, the right to use the Services is valid only for the designated period determined by Check Point, at its sole discretion, and is designed to allow You to evaluate the Services during such period. Check Point may, in its sole discretion, at any time prior to or during such period, discontinue provision of the Services and terminate the right to use the Services with immediate effect. Upon expiration or termination of such period, Your rights under these Terms shall terminate.
2. MAINTENANCE AND SUPPORT
2.1 Support Terms. The purchase of Services shall be governed by the applicable Service Level Agreement available https://www.checkpoint.com/support-services/support-plans/. Unless otherwise agreed in Your agreement with Check Point or if You are provided with a trial or evaluation license, maintenance and support for Your Services during the Service Term will be based on Check Point Direct Standard Support program.
2.1 Service Availability. Check Point will use commercial reasonable efforts to make Service (except for Beta Service, as defined below) available for 99.9% of each calendar month. The Service availability shall be calculated as follows:
Service Availability (%) = A / B x 100
A = total number of minutes in the relevant calendar month, excluding any Outage Minutes (as defined below).
B = total number of minutes in the relevant calendar month.
“Outage Minutes” shall mean minutes in which Service is completely unavailable to You while Your systems and internet connection are working properly, other than unavailability due to: (ii) Your acts, omissions or requests; (ii) Service adjustments performed per Your request; (iii) an event beyond the reasonable control of Check Point, including, without limitation, the performance of Third Party Applications or services controlled by third parties, an act of God, war (declared or undeclared), revolution, rebellion or civil strife, terrorist acts, riots, acts of public enemies, labor strikes or shortages, earthquakes, fires, floods, storms, explosions and governmental and regulatory actions.
2.3 Service Credits. If notwithstanding Section 2 of these Terms, Service availability during a calendar month is below 99.9%, Check Point will extend Your current Service Term by additional days (“Service Credits”) at no extra charge as follows, subject to a maximum of 1 month of Service Credits per year of Service:
|Service Availability||Service Credits|
|Equal to or above 99% and below 99.9%||3 days|
|Below 99%||10 days|
You agree that grant of Service Credits in accordance with this Section 2.3 is Your sole remedy in connection with the availability of the Services or a failure by Check Point to comply with Section 2.1 of these Terms. If you have any claims for Service Credits, You may provide Check Point a notice of such claims only within ten (10) business days of the end of the applicable calendar month. For the avoidance of doubt, Service Credits are not refundable and may be exercised only by extension of the current Service Term.
3.2 Data Transfer. Any transfer by Check Point of Personal Data (as defined in the EU’s General Data Protection Regulation (GDPR) (2016/679/EC)) outside the European Economic Area will be in compliance with the Standard Contractual Clauses published by the European Commission’s decision of February 5, 2010.
4. TITLE AND INTELLECTUAL PROPERTY
All right, title, and interest in and to the Services, including, without limitation, any technologies, products, services and intellectual property rights in connection with the Services, and any improvement or derivative work in connection therewith shall remain with Check Point and its licensors. The Services are protected under international copyright, trademark and trade secret and patent laws. The license granted herein does not constitute a sale of the Cloud Services or any portion thereof.
5. TERM AND TERMINATION
These Terms are effective for the Service Term. Check Point may terminate these Terms upon Your breach of any of the provisions hereof that is not cured within thirty (30) days. These Terms will terminate immediately without notice from Check Point if You (i) fail to comply with any material provision of these Terms, or (ii) if Your rights to use the Services is terminated for any reason. Upon termination of Your right to use the Services under these Terms, You agree to cease all use of the Services, and so certify to Check Point. Except for Your rights to use Services and for maintenance and support and as expressly provided herein, the Terms hereunder shall survive any termination.
6.1 Check Point shall have the right, but not the obligation, to defend or settle, at its option, any action at law against You arising from a claim that Your permitted use of the Services under these Terms infringes any patent, copyright, or other ownership rights of a third party. You agree to provide Check Point with written notice of any such claim within ten (10) days of Your notice thereof and provide reasonable assistance in its defense. Check Point has sole discretion and control over such defense and all negotiations for a settlement or compromise, unless it declines to defend or settle, in which case, You are free to pursue any alternative You may have.
6.2 You agree to defend, indemnify and hold harmless Check Point, its vendors, and officers, directors, employees, affiliates, subsidiaries, licensors, agents and suppliers from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) Your unauthorized use of the Services; (ii) your violation of any third party rights, including, without limitation, any intellectual property rights or privacy right of such third party, in connection with your use of the Services; (iii) your violation of any of these Terms; and (iv) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Services.
7. LIMITED WARRANTY, WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY
7.1 Limited Warranty. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. CHECK POINT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION OR USE WILL BE UNINTERRUPTED OR ERROR FREE. CHECK POINT DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.2 Limitation of Liability. You are solely responsible for adequate protection and backup of the data and equipment used in connection with the Services. Check Point does not guarantee that the information accessed by the Services will be accurate or complete. You acknowledge that performance of the Services may be affected by any number of factors, including without limitation, technical failure of the Services, the acts or omissions of third parties and other causes reasonably beyond the control of Check Point. Certain features of the Cloud Services may not be forward-compatible with future versions of the Services and use of such features with future versions of the Services may require purchase of the applicable future version of the Cloud Services. TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT WILL CHECK POINT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF THE SUBJECT MATTER OF THESE TERMS AND THE SERVICES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), OR FOR LOSS OF OR CORRUPTION OF DATA, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY, IRRESPECTIVE OF WHETHER CHECK POINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) THE THIRD PARTY APPLICATIONS AND YOUR SYSTEMS, INCLUDING, WITHOUT LIMITATIONS THE PERFORMANCE OF THE THIRD PARTY APPLICATIONS AND YOUR SYSTEMS AND ANY CONTENT THEREIN. CHECK POINT’S MAXIMUM LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE LICENSE FEES RECEIVED BY CHECK POINT UNDER YOUR SERVICE ORDER FOR THE PARTICULAR SERVICE(S) WHICH CAUSED THE DAMAGES.
8. PRE-RELEASE VERSIONS
8.1 License Grant. With respect to any pre-release version of a Check Point product and services or any features therein, including a beta, evaluation or an early availability product, service or feature (all collectively referred to herein as a “Beta Services”) that may be provided to You by Check Point from time to time, at its sole discretion, Check Point grants You a non-transferable and non-exclusive license to use the Beta Services for evaluation purposes only. The license is designed to provide You with early operational experience with the Beta Services and to provide Check Point with specified information regarding Your experiences with the use and operation of the Beta Services. The license shall be in effect for a limited period as determined by Check Point and certain other restrictions may apply. You may be asked to sign a separate agreement pertaining to the Beta Services.
8.2 No Obligations. Notwithstanding anything herein to the contrary, Check Point has no obligation to provide support, maintenance, upgrades, modifications, or new releases for a Beta Products and Services. Owing to the experimental nature of the Beta Services, You are advised not to rely exclusively on the Beta Services for any reason. IN NO EVENT WILL CHECK POINT BE LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES, DIRECT OR INDIRECT, OF ANY NATURE OR EXPENSES INCURRED BY YOU IN CONNECTION WITH THE BETA SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES IN CONNECTION WITH THE BETA SERVICES SHALL BE TO TERMINATE THE BETA TEST BY WRITTEN NOTICE TO CHECK POINT.
9. COMPLIANCE WITH LAW
You agree to use the Services only as permitted by and in compliance with any applicable law and regulation in any relevant jurisdiction, including, without limitation, laws and regulations regarding export and privacy.
10.1 Miscellaneous. You may not assign your rights or obligations under these Terms without the prior written consent of Check Point. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of these Terms shall remain in full force and effect. The laws of the State of Israel shall govern all issues arising under or relating to these Terms, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to these Terms shall be resolved exclusively in the appropriate Israeli court sitting in Tel Aviv-Yafo district, Israel. These Terms will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. These Terms sets forth the entire understanding and agreement between You and Check Point and may be amended only in writing signed by both parties.
10.2 Third Party Technology. Certain software programs and services provided by third parties (“Third Party Technology”) may be provided for use as part of the Services, subject to the licenses of their respective proprietors. The provisions of these Terms shall apply to all Third Party Technology and to such third parties that have the right to grant licenses for the use of the Third Party Technology (“Third Party Technology Providers”) as if they were the Services and Check Point, respectively, unless they are specifically listed and addressed at https://www.checkpoint.com/about-us/third-party-trademarks-and-copyrights/, in which case, such Third Party Technology Provider’s licenses terms will apply with respect to those specific Third Party Technology.
10.3 Additional Products and Services. Use and installation of any software or hardware product or a service of Check Point which is not a Service shall be governed by Check Point’s End-user License Agreement available at https://www.checkpoint.com/support-services/software-license-agreement-limited-hardware-warranty/.
10.4 Government Restricted Rights. This provision applies to Services acquired directly or indirectly by or on behalf of any government. The Services are commercial services, licensed on the open market at market prices. Any use modification, reproduction, release, performance, display, or disclosure of the Services by any government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by of these Terms, and no license to the Services is granted to any government requiring different terms.
10.5 Modifications. You agree that Check Point may revise these Terms at any time. In the event Check Point revises these Terms, Check Point will publish a notice containing a link to the revised Terms. You agree that Your continued use of the Service after such revisions have been made will constitute your acceptance of such revised Terms.
10.6 Questions? Should You have any questions concerning these Terms, contact Check Point Software Technologies Ltd., 5 Shlomo Kaplan Street, Tel Aviv, 67897 Israel.