Lookout Terms and Conditions Related to In-Licensed Materials
Last update on: 12/08/2023
Lookout and You have entered into one or more agreement(s) related to the use and license of Lookout software (the “Agreement”). The following terms and conditions are supplemental to the Agreement with respect to In-Licensed Materials.
IN-LICENSED MATERIALS
The software licensed under the Agreement may contain or be provided with In-Licensed Materials listed below, Such In-Licensed Materials shall be deemed “Software”, as supplemented, or modified by the additional or different terms below. In-Licensed Materials shall have the meaning set forth in the Agreement if defined therein; otherwise “In-Licensed Materials” means software, services or other technology that is not owned by Lookout but has been licensed to Lookout by a third party and may be necessary for the full operation of the MES Services and/or Cloud Security Services.
- MES Services - Not applicable
- Cloud Security Services - Not applicable
A. Third Party Terms (“Terms”) for Remote Browsing Isolation Service (“RBI Service”):
1. Access. Customer may access and use the RBI Service, in accordance with these Terms. Customer, and/or its End Users may provide Lookout with certain login and other account information for websites and web-based applications that End Users will access through the RBI Service (“Account Access Information”). End Users may only use the RBI Service to access accounts for which they are authorized by Customer to access and use. By providing Account Access Information, the account owner (whether Customer or its End Users) permits Lookout to use (and, if elected, store) the Account Access Information on behalf of the account owner to perform logins and other access-related activities when so directed by Customer or its End Users. Customer can remove any Account Access Information stored with the RBI Service at any time. Customer’s relationship with each third-party website is governed by the agreement Customer has with such third party website. Any risk of loss relating to the use of such third-party websites remains entirely with the Customer.
2. Restrictions. Customer, and its End Users, agree not to:
a. use the RBI Service other than as authorized in these Terms;
b. resell, sublicense, or otherwise make the RBI Service available to any third party for pecuniary gain;
c. use the RBI Service to support any activity that is illegal or that violates the proprietary rights of others;
d. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Lookout or any of Lookout’s licensors or any other third party (including another user) to protect the RBI Service;
e. access the RBI Service for purposes of monitoring its performance or functionality;
f. post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that (i) infringes, misappropriates or violates a third party’s
intellectual property rights, or rights of publicity or privacy, or (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
g. use, display, mirror or frame the RBI Service, or any individual element within, Lookout or its licensors’ name, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Lookout’s express written consent;
h. attempt to probe, scan, or test the vulnerability of the RBI Service or breach any security or authentication measures without prior written consent to do so;
i. attempt to access or search the RBI Service or download information or data from the RBI Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Lookout or its licensors or other generally available third-party web browsers;
j. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the RBI Service;
k. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the RBI Service;
l. collect or store any personally identifiable information from other users of the RBI Service or any third party without their express permission;
m. authorize any third parties to do any of the items listed in Section 2 above;
3. Suspension. Customer acknowledges that, without limiting other available remedies, after first providing notice to Customer, if any of the following remain uncured after a reasonable time to do so, Lookout reserves the right to disable Customer’s account and suspend access to the RBI Service if Lookout determines that:
a. someone other than an authorized End User is using (or attempting to use) Customer’s account;
b. Customer or any of its End Users use of the RBI Service disrupts, harms, or poses a security risk to the RBI Service or to any website or web-based application; or
c. Customer is using the RBI Service in breach of these Terms. In no event shall Lookout suspend access to the RBI Service without first notifying Customer of the nature of the problem and providing a reasonable period of time for Customer to take remedying actions.
4. Intellectual Property. Customer acknowledges that Lookout and its licensors own all right, title and interest in and to the RBI Service, including all worldwide intellectual property rights therein (“RBI Service IP”). This Agreement does not convey to Customer, or its End Users, any proprietary interest in or to any RBI Service IP or rights of entitlement to the use thereof except as expressly set forth herein.
5. Feedback. Customer acknowledges that Lookout and its licensors will treat any feedback or suggestions provided by Customer, or its End Users, to Lookout, regarding the RBI Service as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Lookout to the contrary, Customer agree that it will not submit to Lookout any information or ideas that it consider to be confidential or proprietary.
6. Security. Customer acknowledges that, despite the security features of the RBI Service, no service can provide a completely secure mechanism of electronic transmission and that there are persons and entities that may attempt to breach Lookout’s and its licensors’ security measures.
7. US Federal Government Terms. If the Customer or its End Users are US Federal Government Customers, the following additional terms shall apply:
a. Customer acknowledges that the RBI Service offerings are “commercial items” as that term is defined at FAR 2.101, and to the extent applicable to Customer, FAR 52.212-4 (e) (Definitions) are incorporated by reference. If Customer is an Executive Agency (as defined in FAR 2.101) of the U.S.Federal Government (“Government”), Lookout provides the RBI Service, including any related technical data and/or professional services in accordance with the following: If a right to access the RBI Service is procured by or on behalf of any Executive Agency (other than an Executive Agency within the Department of Defense (DoD)), the Government is granted, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to Lookout’s customers as such rights are described in this Section. If a right to access the RBI Service is procured by or on behalf of any Executive Agency within the DoD, the Government is granted, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software that are customarily provided to Lookout’s customers as such rights are described in this Section (U.S. Government Rights).
b. Customer acknowledges that DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data provided by Lookout to an Executive Agency within the DoD. Except as expressly permitted in writing, by Lookout, no other rights or licenses are granted to the Government. Any rights requested by the Government and not granted under this Section must be separately agreed in writing with Lookout. This Section of these Terms is in lieu of any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data.