CELLEBRITE USA, INC. IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE TERMS AND CONDITIONS CONTAINED BELOW (THE “LICENSE”).
BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO OR UNDERSTAND ALL THESE TERMS AND CONDITIONS, THEN CELLEBRITE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE “CANCEL” BUTTON AND THE INSTALLATION WILL NOT PROCEED. ANY USE OF THE SOFTWARE WILL CONSTITUTE YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO OR UNDERSTAND THESE TERMS AND CONDITIONS, YOU MUST NOTIFY THE RESELLER OR DISTRIBUTOR FROM WHICH YOU OBTAINED THE SOFTWARE WITHIN SEVEN DAYS OF THE DATE OF OBTAINING THE SOFTWARE FOR A FULL REFUND OF ANY FEES YOU MAY HAVE PAID FOR LICENSING THE SOFTWARE.

1. Scope. Provided that you comply with all of the terms and conditions of this License, Cellebrite hereby grants to you a non-transferable, non-exclusive, worldwide, limited license (i) to download, install and execute one (1) copy of this software in the form provided by Cellebrite and/or its authorized distributor (or any upgrades provided by Cellebrite and/or its authorized distributor that replace and/or supplement such software and that are not accompanied by a separate license) (as applicable, the “CelleSync Software”) on any cellular telephone handset that you own or control (the “Handset”) and (ii), to access, solely by executing the CelleSync Software on the Handset, the computers and associated software, data, databases, networking and other components controlled by or on behalf of Cellebrite that are used to deliver the CelleSync service (the “Cellebrite CelleSync Platform”; collectively with the CelleSync Software, the “Services”). Cellebrite reserves the right to change, suspend, remove or disable access to any Services at any time without notice.

2. Eligibility. You represent and warrant that you are 18 years of age or older and agree to all of the terms and conditions set forth in this License. Rights to access and/or use the Services are void where prohibited. Rights granted to you hereunder are not transferable or assignable except with prior written consent of Cellebrite, except that you may authorize minors 13 through 17 years of age in your household of whom you are a parent or legal guardian to utilize the Services in accordance with the terms and conditions of this License.

3. Collection of Technical Data. You agree that Cellebrite may collect and use technical data about the Handset, its operating system, application software and peripherals to facilitate the provision, promotion, development and/or improvement of Cellebrite’s (and its third party providers’) products and services (including software updates, product support and other services related to the Services), provided that such data is in a form that does not personally identify you.

4. Use of User Content. By uploading text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, “User Content”) to the Services, you thereby grant to Cellebrite and/or its third-party providers a non-exclusive, fully-paid up, royalty-free, worldwide, limited license to use, process, modify, reproduce and disclose such User Content solely in connection with providing the Services or as otherwise required by law or permitted by this Agreement. You further grant Cellebrite the right to authorize its third party service providers to use, process, modify, reproduce and disclose such User Content in connection with the Services, subject to the limitations set forth in this License.

5. Restrictions. You may not (i) copy, distribute, reproduce, use or allow access to the Services except as explicitly permitted under this License, (ii) modify, adapt, translate, prepare derivative works from, decompile, disassemble, decode, reverse engineer or otherwise attempt to derive any of the source code of the CelleSync Software; provided, however, that if you desire to make the CelleSync Software interoperable with one or more other software programs, you shall notify Cellebrite of such desire and, no later than sixty (60) days following receipt of such request, Cellebrite may decide either: (a) to perform the work to achieve such interoperability and charge its then-standard rates for such work to you; or (b) to permit you to reverse engineer parts of the CelleSync Software only to the extent necessary to achieve such interoperability; (iii) take any action using or in connection with the Services (including uploading or downloading User Content or other data) that contravenes of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (iv) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, alter, damage or delete any content in the Services (excluding any of your User Content), remove or circumvent any rule, restriction or technical protection measure affecting use or access to the Services, or retrieve or record information about the Services or its users in a manner not authorized by Cellebrite; (v) use the Services to harass, offend, threaten, embarrass or distress or invade any individual or entity; (vi) use the Services to invade the privacy of any person or to access, use, or disclose or to permit the access, use or disclosure of individually identifiable information pertaining any person without the authorization of such person or in excess of such authorization; (vii) provide false information or impersonate another person or otherwise act fraudulently using, or in connection with, the Services; (viii) take any action using or in connection with the Services (including uploading or downloading User Content or other data) that defames any person, or infringes or violates any person’s rights (including rights or privacy and confidentiality, and copyrights, trademarks, patents or other intellectual property rights); (ix) share with any third party the password or other log-in credentials supplied by Cellebrite; (x) exploit the Services in any unauthorized way whatsoever, including but not limited to by trespass or burdening network capacity; or (xi) attempt to do, or allow, assist or encourage any other person to do, any of the foregoing things.

6. ownership. You acknowledge and agree that, as between you and Cellebrite, Cellebrite retains ownership of all right, title and interest to all portions of the Services and the content therein (excluding User Content that you upload to the Services), which are protected by copyright and other intellectual property rights, and that, other than the licensed rights granted herein, you shall not obtain or claim any rights in or ownership interest to the Services, or any associated intellectual property rights. You may not remove, alter, cover or obfuscate any labels, markings, copyright notices or other proprietary rights notices placed or embedded by Cellebrite or its licensors on or in any of the Services or content therein. The CelleSync Software is licensed pursuant to this License, and is not sold.

7. Personal Data. The Services may be provided using systems located in several countries and if you are located in the European Economic Area (“EEA”), your User Content and other information provided by you to us may be transferred to, and stored and processed in the United States of America and other countries outside the EEA in the course of providing the Service, without notice. By submitting such data you (i) consent (for your own personal data), and (ii) to the extent required by applicable law, agree that you have obtained and given (and are responsible for maintaining) any consents and notices (for other people’s personal data included in your User Content), in each case both (a) to such transfer, storage and processing and (b) otherwise for our provision of the Services to you in relation to such User Content and other information (including your and other people’s personal data) in accordance with and subject to this License including section 8 below. For the purposes of European Union data protection laws Cellebrite is the data processor and you are the data controller (and you represent, warrant and undertake that you do and shall comply with all applicable such data protection laws) in relation to any personal data of any person included therein.

8. Security/Disclosures of User Content and Personal Data. Your use of the Services and uploading of User Content to the Services is solely at your own risk. Although Cellebrite will use reasonable efforts to maintain the privacy and security of the User Content stored within its databases, Cellebrite does not and shall not be required to guarantee the privacy and security of the User Content or of any other information provided by you. Cellebrite does not generally access, review, monitor or disclose User Content, but may access, review, monitor, or disclose User Content and/or any personal data (regarding you and/or contained in User Content) or information regarding your use of the Services if, Cellebrite believes, in its sole discretion, that it is necessary to do so in order to satisfy laws, regulations, or other legal requirements; to cooperate with law enforcement agencies; to disclose information that is necessary to identify, contact, or bring legal action against someone who may be violating its terms of use or other policies; to operate the Services; to protect or defend the property or rights of Cellebrite and/or its service providers, their services, employees, other users, or third parties; or in connection with a proceeding, transaction or proposed transaction involving the transfer of the business or assets to which the information pertains.

9. Termination. This License is effective until terminated by you or Cellebrite. Your rights under this License will terminate automatically without notice from Cellebrite if you fail to comply with any term(s) of this License. Upon termination of the License, you shall cease all use of the Services, and destroy all copies, full or partial, of the CelleSync Software. This License will terminate automatically if you fail to pay any fees relating to the Services that you have agreed to pay by the applicable due date. Without limiting the foregoing rights, Cellebrite may suspend or alter the Services (or your use of or access to the Services), including by removing access to or deleting any User Content, if Cellebrite believes, in its absolute discretion, that your actions (or the relevant User Content) fails to comply with any term of this License.

10. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND CELLEBRITE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CELLEBRITE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR PERFORMED OR PROVIDED BY, THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CELLEBRITE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A REPRESENTATION OR WARRANTY. SHOULD THE SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

11. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CELLEBRITE BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall Cellebrite’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

12. Export. You may not use or otherwise export or re-export the CelleSync Software except as permitted by United States law and the laws of the jurisdiction in which the CelleSync Software was obtained. In particular, but without limitation, the CelleSync Software may not be exported or re-exported (i) into any U.S.-embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the CelleSync Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use or transfer the Services for any purposes prohibited by United States law, including, without limitation, restricted nuclear activities or the development, design, manufacture or production of missiles, or chemical or biological weapons.

13. U.S. Government Users. The CelleSync Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

14. Governing Law. This License is governed by, and any court actions hereunder shall apply, the laws in force in the State of New Jersey, excluding: (i) the application of its conflicts of law rules; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980, except that the federal law of government contracts shall apply with respect to U.S. Government Users to the extent that New Jersey law cannot be applied.

15. Severability; No Waiver. If any provision of this License is held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect. A waiver by either party of any term or condition of this License or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.