2024/02/26 Cellebrite Inc. Investigation Software Solution, Digital ForensicsDocuSign Envelope ID: 582C1ED8-3D81-4553-815F-507B6FD1D6EF
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”), 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.
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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.
2.2. Services for Premium ES’ Licensees:
2.2.1. “Included Annual Services” shall mean services to be provided to Premium ES’ Licensees
with respect to Premium ES’ Licenses issued under Quotes dated 1 November 2021 onwards;
Such services may include installation assistance and/or guidance, all as defined and/or as
shall be defined from time to time by Cellebrite’s at its sole and absolute distraction.
2.2.2. During the License Term, Premium ES’ Licensee shall be entitled to up to 2 (two)
consecutive days (maximum 8 hours per each day) of Included Annual Services per year, on
a non-accumulative basis. The Included Annual Services shall be provided to Premium ES’
Licensee remotely or on-site - at Cellebrite’s sole and absolute discretion. Upon Premium
ES’ Licensee written request to receive the annual Included Annual Services, Cellebrite’s and
the Premium ES’ Licensee shall mutually determine regarding the dates of executions of the
annual Included Annual Services. Non-consumption of any Included Annual Services by the
Premium ES’ Licensee during the License Term, for any reason, shall not entitle the Premium
ES’ Licensee to any refund and/or reduction of the quoted price and/or any other rights
deriving from the non-consumption of the Included Annual Services.
2.2.3. Premium ES’ – Enterprise Vault Service. Access to the Enterprise Vault Service device
(“EVS”) shall be restricted only to such personnel of the Licensee that were certified by the
Licensee to access and operate the EVS. Licensee shall not, in any way, alone or through any
third party, resell, copy, modify, reverse compile, reverse assemble, reverse engineer or
otherwise translate all or any portion of the EVS.
2.3 Services for Pathfinder Teams Licensees:
2.3.1. “Included Pathfinder Teams Annual Services” shall mean services to be provided to
Pathfinder Teams Licensees with respect to new (other than renewals) Pathfinder Teams
Licenses issued under Quotes dated 1 January 2022 onwards; Such services may include first
installation assistance and/or web-based training or guidance and/or implementation, all as
defined and/or as shall be defined from time to time by Cellebrite’s at its sole and absolute
distraction.
2.3.2. During the License Term, Pathfinder Teams Licensee shall be entitled to up to 2 (two)
consecutive days (maximum 8 hours per each day) of Included Pathfinder Teams Annual
Services per year, on a non-accumulative basis. The Included Pathfinder Teams Annual
Services shall be provided to Pathfinder Teams Licensee remotely or on-site - at Cellebrite’s
sole and absolute discretion. Upon Pathfinder Teams Licensee written request to receive the
annual Included Pathfinder Teams Annual Services, Cellebrite’s and the Pathfinder Teams
Licensee shall mutually determine regarding the dates of executions of the annual Included
Pathfinder Teams Annual Services. Non-consumption of any Included Pathfinder Teams
Annual Services by the Pathfinder Teams Licensee during the License Term, for any reason,
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shall not entitle the Pathfinder Teams Licensee to any refund and/or reduction of the quoted
price and/or any other rights deriving from the non-consumption of the Included Pathfinder
Teams Annual Services.
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.
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
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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. Failure to make due payment
in accordance with the terms of the Quote may cause Cellebrite to apply an interest charge of
up to one and one-half percent (1.5%) per month (but not to exceed the maximum lawful rate)
on all amounts which are not timely and duly paid, accruing daily and compounding monthly
from the date such amounts were due. Licensee shall reimburse Cellebrite for all costs and
expenses incurred by Cellebrite in connection with the collection of overdue amounts, including
attorneys’ fees. 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, authorisations, registrations,
permissions, notices, certifications, rulings, orders, judgements and other authorisations 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
authorised 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 fulfil 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)
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
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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 authorises 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
unauthorised 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. Licensee shall also:
6.5.1. implement appropriate measures and policies to mitigate the risks of the Licensee’s
employees, agents, subcontractors or consultants reporting any activities that form part
of the services provided by Cellebrite under this Agreement directly to any law
enforcement authority; and
6.5.2. immediately notify Cellebrite if Licensee becomes aware that any of Licensee’s
employees, agents, subcontractors or consultants have reported any activities that form
part of the services provided by Cellebrite under this Agreement directly to any law
enforcement authority.
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.
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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
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. Licensee shall indemnify Cellebrite and Cellebrite's employees from any liability claims,
demands, damages, losses, costs and expenses that result from a culpable violation of this
Section by Licensee.
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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,
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 Product nor the Software are exported or reexported 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. Publicity. Cellebrite may list Licensee as one of Cellebrite’s customers. This Agreement and
any Purchase Order are considered Cellebrite’s Confidential Information. Licensee shall not
make any public disclosure or announcements concerning this Agreement, any Purchase Order,
Cellebrite, the Products, and/or the Software without the prior written consent of Cellebrite.
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. Cellebrite may terminate this Agreement: (i) for its convenience by giving the
other thirty (30) days’ prior written notice; (ii) by giving the other Party a written notice to be
immediately effective in case the other causes a material or continuous breach hereof
(“continuous” meaning two or more occurrences of the same breach). All of Licensee’s
obligations under this Agreement shall survive the expiration or termination of the Agreement.
Termination of this Agreement will not entitle Licensee to any deduction of the Quoted Price
or any refund of any prepaid fees. Upon termination of the Agreement, for any reason,
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Licensee shall allow Cellebrite to access its premises for the purposes of de-installation and
transfer of the Product. Termination of the Agreement in accordance with this Section shall not
impose any liability on Cellebrite. Cellebrite may terminate the Agreement and revoke the
license granted hereunder by giving the other Party a written notice to be immediately effective
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
regulations. Termination of the Agreement in accordance with this Section shall not impose on
Cellebrite liability of any kind.
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)
(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.
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 YOU AND Customer ACCEPT ALL OF THE
TERMS SET OUT IN THE AGREEMENT (as defined below).
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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 YOUR AGREEMENT TO THE TERMS
CONTAINED IN THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE
ORGANIZATION THAT YOU REPRESENT (THE “LICENSEE” OR
“CUSTOMER”) EXPRESSLY CONSENT 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.
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“Beta Software” means a pre-commercial, evaluation, pilot, "alpha", or "beta" version of the Software.
“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.
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“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).
“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:
• An internal investigation conducted by the Customer within the Customer’s own
organization;
• An investigation of fraud, intrusion or assault incidents, including DFIR conducted by the
Customer within the Customer’s own organization;
• An eDiscovery process performed as part of legal proceedings where the Customer is a
Party;
• Data backup performed as part of a legal hold proceeding involving the Customer’s
organization;
• Law enforcement activities, crime and/or terrorism prevention;
• Data recovery within the Customer’s organization; and/or
• 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.
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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 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.
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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 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 tems 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 providing the Service. Such information may include,
but is not limited to the number 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
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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 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;
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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;
(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
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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, contractors, 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.
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
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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 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).
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, 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, analysis, service and product enhancement and
marketing, provided that such data and information does not identify Customer or its Confidential
Information.
3. OWNERSHIP
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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, and appoints Cellebrite as its attorney-in-fact to pursue any such intellectual property
rights worldwide.
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
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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.
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, or (e) is received from a third party without violation of any
confidentiality obligation.
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.
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.
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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.
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. CUSTOMER INDEMNITY – To the maximum extent permitted by applicable Law, Customer shall,
at its expense, and only for actions of gross negligence or willful misconduct of Customer: (i) indemnify
and hold Cellebrite and its Affiliates and its and their directors, officers, employees, agents,
representatives, shareholders, subcontractors and suppliers harmless from and against any damages,
claim, liabilities and expenses (including without limitation legal expenses) (whether brought by a
Third Party or an employee, consultant or agent of Customer’s) arising out of any (a) misuse or use of
any Product or Software furnished under the Agreement in a manner other than as authorized under this
EULA, including without limitation using the Product or Software in a manner that violates applicable
Law including without limitation a person’s Fourth Amendment rights under the United States
Constitution (or its equivalent in the Territory); (b) misappropriation of any personal information, (c)
failure to obtain consents and approvals required by applicable Law for the use of any of the Cellebrite’s
Products or Software, or; (g) use of any Product or Software in breach of or to violate the terms of any
other agreement with a Third Party; (ii) reimburse Cellebrite for any expenses, costs and liabilities
(including without limitation legal expenses) incurred relating to such claim; and (iii) pay all
settlements, damages and costs assessed against Cellebrite and attributable to such claim.
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. The
maximum liability of Cellebrite in relation to any claims under this Section 7 shall not exceed the
amounts paid by Customer to license the infringing Software or purchase Products including the
infringing Software in the twelve (12) months immediately preceding the claim. If there are any other
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indemnification obligations with respect to infringement of any patent, copyright or trademark or
misappropriation of any trade secret under the Agreement, this Section 7 shall be of no force and effect.
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.
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. Cellebrite may terminate this EULA and revoke the license granted hereunder (i)
upon thirty (30) days’ prior written notice to Customer if Customer has not cured any material
breach of this EULA by the end of such thirty (30) day notice period, or (ii) if Customer has not
paid any invoice sixty (60) days after such invoice is due, or (iii) by providing a written notice to
be immediately effective 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
regulations. Termination of the Agreement in accordance with this Section shall not impose on
Cellebrite liability of any kind . Upon termination or expiration of this EULA, (a) Customer shall
be responsible for payment for all purchase orders delivered to Customer by Cellebrite before the
effective date of termination and (b) Customer shall destroy all copies of any Software under
Customer’s control or possession.
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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 inRiverside County, California.
ii. This Agreement and any disputes or claims arising hereunder are governed by the Laws of, and
subject to the exclusive jurisdiction of, the country of incorporation of the Cellebrite entity that
sold any Product or licensed any Software to Customer, without giving effect to any choice of
Law rules or principles. In case of sales or licenses in the United States of America, this
Agreement and any disputes or claims arising hereunder are governed by the laws of the State
of California and subject to the exclusive jurisdiction of the federal or state courts in Riverside
County, without giving effect to any conflict of Law rules or principles. Notwithstanding
anything to the contrary, in the vent that the entity that sold any Product or licensed any
Software to the Customer is Cellebrite GmbH, this Agreement shall be governed by and
construed in accordance with the law of England and Wales and the Parties hereby submit to
the exclusive jurisdiction of the English courts and, without giving effect to any conflict of Law
rules or principles. The United Nations Convention on Contracts for the International Sale of
Goods (except that sales or licenses in the United States of America shall not exclude the
application of General Obligations Law 5-1401), and the Uniform Computer Information
Transactions Act do not apply to this Agreement. Cellebrite may, at its sole discretion, initiate
any dispute or claim against Customer, including for injunctive relief, in any jurisdiction
permitted by applicable Law.
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.
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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.
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 authorisation 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
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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'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 authorisation
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 authorisation 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 for a period of sixty (60) days after the date of shipment, the
Software will perform substantially in conformance with its Documentation. 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
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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, authorised
or approved by Cellebrite for use with the Products or Software; (h) any repair services not
authorised 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 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, NONVIOLATION 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 CREDIT OR REFUND (AT CELLEBRITE'S OPTION) 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
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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
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•
SubTotal
Shipping & Handling
Sales Tax
Total
USO 17,900.00
USO 0.00
USO 1,566.25
USO 19,466.25
Cellebrite Inc.
8065 Leesburg Pike,
Suite T3-302
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:/f.vww.cellebrite .com
• •. + ••••
Quote
Quote#
Date:
Digital intelligence for a safer world
Q-359598-1
Nov 28, 2023
Billing Information
Menifee Police Department
29844 HAUN ROAD
Menifee, California 92586
United States
Contact: Laura Barnes
Phone: 9517231548
Delivery Information
Menifee PD
29714 Haun Rd
Menifee, CA 92586
United States
Contact: Laura Barnes
Phone: 9517231548
Wire To:
Bank Routing Number: 021000021
Account Number: 761020590
Account Name: Cellebrite Inc.
Check Remittance (Only for NA):
Cellebrite Inc.,
PO BOX23551
New York, NY, 10087-3551
Click here to process with Credit Card payment
By clicking the link above and accepting this quote,
End Customer: Menifee Police Department
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-00170510 Dec 28, 2023 Net 30 USD Matt Robinson
Product Code Product Name C$y Start Date End Date Serial Number Net Price\Unit Net Price
B-UFD-10-001 UFED4PC Ultimate
Subscription
1 Feb 28, 2024 Feb 27, 2025 630247227 6,824.38 6,824.38
B-PAAS-02-004 Premium as a Ser.rice
Core package
1 Feb 28, 2024 Feb 27, 2025 630247227 0.00 0.00
U-AIS-02-134 Premium aaS 35
Unlocks and Unlimited
Extraction Annual
Subscription
1 Feb 28, 2024 Feb 27, 2025 630247227 11,075.62 11,075.62
U-AIS-02-139 Premium as a Service
End Point
1 Feb 28, 2024 Feb 27, 2025 630247227 0.00 0.00
Comments:
Quote Number: Q-359598-1
Prepared by Greg Facciolo
Page 1 of 2
Cellebrite
DocuSign Envelope ID: 274F4D7D-EB23-4E98-842A-240B6B1C58D9
DocuSign Envelope ID: 582C1ED8-3D81-4553-815F-507B6FD1D6EF
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.
- Freight Terms FCA (NJ)
- Limited Warranty: Hardware:12 Months; Software:60 days; Touch Screen:30 days
- General: The following terms shall apply to any product at http:/Aegal.cellebrite.com/us/index.html
- EULA: All Cellebrite Software is licensed subject to the end user license agreement available at https://legal.cellebrite.com/End-User-
License-Agreement.html
- Advanced Services (CAS): The following terms apply to Cellebrite Advanced Services at https://legal.cellebrite.com/CB-us-us/index.html
- Premium: The following terms shall apply only to Cellebrite Premium at http:/Aegal.cellebrite.com/intl/PremiumUS.htm
- Pathfinder: The following terms apply to Cellebrite Pathfinder at https:/Aegal.cellebrite com/PF-Addendum.him
- Training Services: The following terms apply to Cellebrite Training Services at http:/Aegal.cellebrite.comAntl/Training.htm
- Saas: The following terms apply to Cellebrite Saas Services at https:/Aegal.cellebrite.com/SaaS.htm
- Endpoint Mobile: The following terms apply to Cellebrite Endpoint Mobile at https:/Aegal.cellebrite.com/Endpoint-Mobile-Now.htm
In the event of any dispute as to which terms apply, Cellebrite shall have the right to reasonably determine which terms apply to a given
purchase order.
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
sign and email to Greg Facdolo at gregory.facciolo@cellebrite.com
Quote Number: Q-359598-1
Prepared by Greg Facciolo
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DocuSign Envelope ID: 274F4D7D-EB23-4E98-842A-240B6B1C58D9
DocuSign Envelope ID: 582C1ED8-3D81-4553-815F-507B6FD1D6EF
Marque Teegardin
CITY OF MENIFEE CELLEBRITE
Armando G. Villa, City Manager
President, Americas 2/13/24
Attest:
Sarah Manwaring, City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 274F4D7D-EB23-4E98-842A-240B6B1C58D9
2/26/2024