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DENY-ALL
END USER LICENSE AGREEMENT (EULA)
Please read carefully the following legally binding Agreement between DENY-ALL and Licensee (as defined below) for the Products defined 
below. By selecting the accept option, installing, copying or otherwise using the Products, Licensee acknowledges that Licensee has read, 
understands, and agrees to be bound by the terms of this Agreement. If Licensee does not agree with the terms of this Agreement, do not install 
or otherwise use the Products.
If Licensee does not agree with any of the terms or conditions of this Agreement, Licensee is not authorized to use the Products for any purpose 
whatsoever. Maintenance (updates and/or upgrades) and Support are subject to a separate "Maintenance & Support Services Agreement".
Where a VAR provides the Products for Licensee and/or installs or activates the Products on Licensee's behalf prior to Licensee's use of the 
Products, such VAR will be deemed to be Licensee's agent acting on Licensee's behalf and Licensee will be deemed to have accepted all of the 
terms and conditions of this Agreement as if Licensee had directly downloaded, installed or used the Licensed Products.
1. Definitions
For purposes of this Agreement, capitalized terms shall have the following meanings:
1.1 "Agreement": means this document, the End User License Agreement (EULA).
1.2 "Appliance": means the product supplied by DENY-ALL and/or the VAR encompassing Appliance Software and Appliance Hardware.
1.3 "Appliance Hardware": means the Third Party Hardware component of the Appliance. Appliance Hardware corresponds to the Designated 
Server of the Appliance Software.
1.4 "Appliance Software": means the Software integrated in the Appliance. The Appliance Software is supplied solely in combination with the 
Appliance Hardware.
1.5 "DENY-ALL": means DENY-ALL, having its registered office at 63 ter, avenue Edouard Vaillant, 92100 Boulogne-Billancourt, and which is 
registered with the Nanterre register of trade and commerce under the number 439 674 847.
1.6 "Designated Server": means the hardware and/or virtual configuration with its operating system, on which the Software is to be stored and 
used. Each Designated Server shall be designated by a unique " HostID " parameter, which will be its single reference within DENY-ALL's 
information system. The Designated Server shall be the property of Licensee and/or of a third party as declared to DENY-ALL and 
mentioned in the Order. 
1.7 "Documentation": means, whatever the media, any description, manual, listing, log, datasheet, protocol, or report necessary for the use of 
the Product and supplied with the Product, as available.
1.8 "Effective Date": means the date from which DENY-ALL shall begin the performance of the Agreement. The Effective Date is the date of 
signature of the Agreement by the Parties or, if any, the date specified in the Order.
1.9 "Fee" or "Fees": means, collectively, the Hardware Fee (if applicable) and the Products Fee. The Maintenance and the Support fees are 
subject to a separate "Maintenance & Support Services Agreement".
1.10 "Hardware Fee": means the sums payable by Licensee in consideration of the transfer to Licensee of title to the Appliance Hardware in 
accordance with the terms and conditions set forth herein.
1.11 "Instance Number": means the highest number of processes between caching and filtering processes of the Software and/or Appliance 
Software which shall be executed on the Designated Server. The Instance Number shall be set forth in the Proposal but will in no event 
exceed five (5) virtual hosts per filtering process. 
1.12 "Intellectual Property Rights" or "IPR": means copyrights, database rights, patents, trademarks, design rights, trade secrets and all other 
similar proprietary rights, whether registered or unregistered.
1.13 "License": means the right to use the Software and/or Appliance Software and Documentation, as described in Article 6.1.
1.14 "License Key": means the unique, alphanumeric code provided by DENY-ALL and necessary for the use of the Software. A temporary 
License Key is provided by DENY-ALL upon acceptance of the Order. Upon the complete payment of the corresponding Price, DENY-ALL 
provides a License Key valid for the duration of the protection of the Software by the IPR. 
1.15 "Licensee": means the purchaser of the license rights granted by this Agreement. "Licensee's": means belonging to Licensee or engaged 
by Licensee or otherwise pertaining to Licensee as the context so allows, whether on a temporary basis or otherwise.
1.16 "Maintenance": means collectively Upgrades and/or Updates (where applicable to the Products). Maintenance is subject to a separate 
"Maintenance & Support Services Agreement" and separate fees.
1.17 "Order": means an order for Products and/or Services sent to DENY-ALL and/or the VAR in writing by Licensee in application of this 
Agreement and signed by an authorised representative of Licensee.
1.18 "Parties": means DENY-ALL and Licensee. "Party": means either DENY-ALL or Licensee.
1.19 "Personnel": means DENY-ALL's employees, agents and/or subcontractors assigned by DENY-ALL for the performance of the Agreement.
1.20 "Price": means the price for the Products and/or Services.
1.21 "Price List": means the then current standard prices for each of the products and services available from DENY-ALL.
1.22 "Products": means the Software and/or Appliance to be supplied by DENY-ALL and/or the VAR together with its related Documentation. 
The Products are described in the Proposal.
1.23 "Products Fee": means the sums payable by Licensee in respect of a License to use the Products for the License Term.
1.24 "Proposal": means an offer from DENY-ALL and/or the VAR describing the Products and/or Services supplied, the Price, the estimated 
delivery schedule and any additional terms and conditions.
1.25 "Services": means the services performed by DENY-ALL which may include installation services. The Services are described in the 
Proposal.
1.26 "Site": means the installation site(s) and/or Licensee premises to which any Product and/or Services are to be used. The Site is indicated in 
the Order.
1.27 "Software": means software owned or distributed by DENY-ALL, listed in the Proposal, in machine-readable object code form including 
copies on magnetic, optical or other media, and related Documentation, in its release as set forth in the Proposal. The Software includes a 
filter and a cache component and may include Third Party Software.
1.28 "Support": means support services provided by DENY-ALL and/or the VAR. Support is subject to a separate "Maintenance & Support 
Services Agreement" and separate fees.2/5
1.29 "Third Party Hardware": means the hardware manufactured by third parties providers.
1.30 "Third Party Software" means the software manufactured by third parties providers, as listed in the Documentation and in the Proposal.
1.31 "Value-Added Reseller" or "VAR": means any entity which, according to an agreement entered into with DENY-ALL, is entitled to 
distribute the Products and/or the Services to Licensee.
2. Purpose
The purpose of this Agreement is to set forth the technical, legal and financial terms on which DENY-ALL will supply the Products and/or the 
Services. 
3. Order
The provisions of this Agreement shall apply to all Orders placed by Licensee to DENY-ALL and/or the VAR in relation to the Products and/or the 
Services. Licensee's standard terms and conditions of purchase are expressly excluded. 
The Order shall contain, inter alia, the following information and references:
a) the description and Price of the Product and/or Service;
b) the reference to this Agreement;
c) the Effective Date if different from the date of signature of the Agreement;
d) the Site's address and the date of delivery;
e) the Designated Server;
f) the name of Licensee's duly authorized signatory
Each Order shall be sent in two (2) original copies to DENY-ALL and/or the VAR by fax, by electronic format or any other means agreed between 
DENY-ALL and/or the VAR and Licensee. 
DENY-ALL will have five (5) days to accept the Order by returning a signed copy of the Order to Licensee. Over this period the Order will be 
considered as refused.
4. Precedence
In the event of discrepancies between the contractual documents below, the following order of precedence shall apply as regards the 
interpretation of the relevant obligation (beginning with the document with the highest priority):
a) the Proposal with its Exhibits;
b) the Agreement;
c) the Order. 
5. Duration
The Agreement shall be effective as from the Effective Date. Unless earlier terminated the duration of the Agreement is the following:
5.1 Concerning the License granted on the Software and Appliance Software described in Section 6.1, the duration of the protection of the 
Software and Appliance Software by IPR, and
5.2 Concerning the Services, the duration necessary for the performance of the Services as set forth in the Proposal.
6. Intellectual Property Rights and License granted
6.1 Upon delivery of the License Key and/or relevant Appliance as applicable, and provided Licensee has paid the applicable Fees, DENY-ALL 
grants Licensee, a personal, non-transferable and non-exclusive license to use the Software and/or Appliance Software and the 
Documentation, solely in connection with the Designated Server, on the Site, for the Instance Number and solely for Licensee's internal 
business purposes which shall not include the internal business purposes of Licensee's subsidiaries or affiliates, unless specified in writing 
by DENY-ALL (the "License"). During the term of this Agreement, Licensee authorizes DENY-ALL to check that the use of the Product by 
Licensee complies with the terms and conditions of the Agreement. Licensee undertakes to grant to DENY-ALL's personnel in charge of 
such audit access to the premises and hardware at which and with which the Software or Appliance Software is used and to cooperate in 
good faith with DENY-ALL in the performance of such audit. Audits shall be conducted during Licensee's normal working days and hours 
and shall not unreasonably interfere with Licensee's activities. DENY-ALL will not conduct audits more than once a year. In case such audit 
reveals any non-compliance with the Agreement, DENY-ALL shall have the right to (i) charge Licensee the price for the actual use by 
Licensee of the Software and/or Appliance Software and Documentation and (ii) the cost for the audit; and/or (iii) to terminate the 
Agreement.
6.2 The Software and/or Appliance Software may contain Third Party Software and/or third party open source programs. Licensee undertakes to 
use such Third Party Software and/or third party open source programs in accordance with the Documentation.
6.3 In the event that, and only for so long as, Licensee's Designated Server is not operative, Licensee may temporarily use the Software on 
backup equipment provided that Licensee informs DENY-ALL of this in advance and in writing. As soon as the Designated Server operates 
again, Licensee shall immediately inform DENY-ALL and the Software shall be destroyed from the backup equipment. In the event that 
Licensee decides to transfer the Software definitively from the Designated Server to another equipment, Licensee shall inform DENY-ALL in 
writing and destroy the Software from the initial Designated Server. In any case whatsoever, the Software shall not be transferred to any 
third party equipment and/or Site. Licensee is not authorized to use the Appliance Software in connection with another hardware.
6.4 The following provisions are not applicable to Appliance: 
6.4.1 Licensee will not disassemble or decompile the Software. If Licensee intends to do so in reliance on statutory rights, it will first give 
DENY-ALL a minimum 3 calendar month notice of its intention, in order for DENY-ALL to provide relevant information.
6.4.2 Licensee may reproduce the Software, only as necessary for reasonable backup or archival purposes, provided, however, that all 
such Software copies are considered Software subject to this Agreement and include the same proprietary and copyright notices 
and legends originally supplied by DENY-ALL. Otherwise the Software may not be copied, reproduced or used in whole or in part 
without the prior written consent of DENY-ALL.
6.5 All IPR relating to the Products shall remain at all times and for all purposes with DENY-ALL or with third parties from whom DENY-ALL has 
acquired licensed rights. All operating instructions, manuals and other Documentation referencing the Products and supplied by DENY-ALL 
and/or the VAR are the property of DENY-ALL or third parties and cannot be copied or disclosed to any third party without the prior express 
written consent of DENY-ALL. Licensee is not granted any IPR on the Products, or in any trademarks, service marks, words, symbols or 
other trademarks used, adopted or owned by DENY-ALL or by any third party owners either alone or in association with other words or 
names. All rights not expressly granted by DENY-ALL under the Agreement, and in particular, the right to correct errors and bugs, are 
reserved.
7. Licensee's obligations3/5
Licensee undertakes to carry out the tasks and to perform its own obligations pursuant to the Agreement and, in particular: 
7.1 To proceed to the applicable validations and acceptance reactively 
7.2 To provide adequate office accommodation and other facilities reasonably required by DENY-ALL and/or the VAR on Licensee's Site for 
DENY-ALL's performance of the Services, if so required by DENY-ALL and/or the VAR, including access to Licensee's information system(s) 
and related areas as necessary during normal office hours, and outside such hours by prior arrangement. 
7.3 To take out, at his expenses, adequate insurance coverage for the Personnel working on Licensee's Site, for the duration of the Agreement. 
7.4 To designate a co-ordinator to liaise with DENY-ALL and, if relevant, to act as Licensee's project manager, this individual to have full 
authority to consult with and to communicate decisions to DENY-ALL for and to act for and on behalf of Licensee.
7.5 To ensure that Licensee employees employed to operate its computer system(s) or use the Product are trained to DENY-ALL's reasonable 
satisfaction and to take reasonable account of any DENY-ALL's and/or the VAR's recommendations concerning staff suitability or training 
needs.
7.6 To notify DENY-ALL at least one (1) month in advance of any changes to its information system(s). DENY-ALL reserves the right to amend 
its Price if such changes increase the scope or nature of the Services and/or Product.
7.7 To implement promptly any fixes and/or new releases of Product deemed necessary and made available by DENY-ALL or third parties, at 
their own option, for the successful operation of the Product.
7.8 To institute and operate all necessary backup procedures to enable lost data to be recovered within time-scales adequate for its business, 
regardless of the cause of the lost data, and to take out any insurance it considers necessary to afford it complete protection from the 
consequences of lost data.
8. DENY-ALL's obligations
DENY-ALL undertakes to supply the Products and perform the Services, if any, diligently, applying reasonable skill and expertise in accordance 
with the Agreement, and in particular with the Proposal.
9. Personnel
DENY-ALL is solely responsible for the skills and availability of its Personnel. The Personnel shall comply with the relevant health and safety rules 
in effect at Licensee's Site, where applicable. 
10. Delivery, title and risks
10.1 Risks to Products will pass to Licensee upon delivery.
10.2 Appliance: Delivery of the Appliance will be made to the Site that is set forth in the Order and will give rise to the signature by Licensee of a 
delivery order. Title in Appliance Hardware shall be transferred to Licensee upon the entire payment of the Price. Should the Site be outside 
the European Union, Licensee shall bear costs, expenses, taxes and risks related to the transportation of the Appliance to the Site. In such 
case, the delivery is considered as occurred when DENY-ALL transfers the Appliance to the carrier appointed by Licensee.
10.3 Software: Delivery of the Software will be made upon (i) supply by DENY-ALL of the relevant License Key; and (ii) download by Licensee of 
such Software on its Designated Server which cannot take place more than two (2) calendar days after the delivery of the License Key.
11. Installation and Acceptance
11.1 Licensee will be solely responsible for the installation of the Products unless otherwise stated in the Proposal. In such case, DENY-ALL 
disclaims any liability arising from acts or omissions of Licensee in connection with installation.
11.2 Products Acceptance: acceptance of the Products takes place upon delivery. Licensee will have two (2) calendar days upon delivery of the 
Products to perform the acceptance of such Products and check compliance of such Products against the Proposal and/or relevant 
Documentation. In case Licensee does not notify to DENY-ALL any non-conformity during these two (2) days, the relevant Product will be 
deemed accepted by Licensee. In case Licensee notifies to DENY-ALL non-conformity during these two (2) days, DENY-ALL will correct the 
non-conformity and the related Product will be deemed accepted by Licensee upon the correction of the non-conformity. 
11.3 Services Acceptance: upon completion of the Services, DENY-ALL will consider acceptance of the Services as taking place eight (8) 
working days after relevant supply to Licensee. In case Licensee does not notify to DENY-ALL any non-conformity during these eight (8) 
days, the relevant Services will be deemed accepted by Licensee. In case Licensee notifies to DENY-ALL non-conformity during these eight 
(8) days, DENY-ALL will correct the non-conformity and the related Services will be deemed accepted by Licensee upon the correction of the 
non-conformity. 
12. Price and payment
12.1 Licensee shall pay DENY-ALL and/or the VAR the Price defined in the Proposal. The Price is expressed in Euros, net of taxes and any 
expenses. VAT will be applied at the rate in force on the invoicing day.
12.2 DENY-ALL expenses, such as accommodations or travel expenses are refunded by Licensee on the basis of copies of documents in proof 
of the actual expenses unless otherwise provided in the Proposal. Facilities costs (office, equipment, telephone connections) on the Site 
shall be borne by Licensee.
12.3 DENY-ALL and/or the VAR will invoice Licensee upon delivery unless otherwise set forth in the Proposal.
12.4 Invoices are due and payable within thirty (30) days after invoice date. Past due amounts will bear interests equal to three times the French 
legal interest rate until the total payment, it being understood that beyond thirty (30) days of non-payment, DENY-ALL can suspend the 
performance of the Agreement.
13. Confidential information and data protection
13.1 "Confidential Information" means the Agreement, software code and benchmark tests for the Products, Documentation, pricing, DENY-ALL 
methods and tools, Products roadmap, financial information, data and all other information reasonably believed to be confidential, except if 
(i) the receiving Party was already aware of it before receiving it or already had it freely available; or (ii) the Information is in the public 
domain: or (iii) the information must be disclosed pursuant to court order. The Parties will keep each other's Confidential Information secret 
and will use that information only to fulfill the rights and obligations under the Agreement.
13.2 Upon termination or expiration of the Agreement all Confidential Information will be returned promptly to the disclosing Party and all copies 
destroyed.
13.3 The Parties will comply with all applicable data protection laws. Each Party confirms that it will obtain all necessary consents from its 
employees, contractors or third parties to the processing of their personal data by the other Party in relation to the processing of any 
personal data, if any, under the Agreement. 
14. Appliance Hardware warranty
DENY-ALL warrants that it has good title to or right to sell and/or to entitle the VAR to sell the Appliance Hardware to Licensee. The 4/5
Appliance Hardware warranties granted to Licensee are the one granted by the manufacturer of the Appliance Hardware, to the exclusion of 
any other warranties. These warranties are described in the Documentation. 
15. Software and Appliance Software Warranty
15.1 DENY-ALL warrants solely for the benefit of Licensee that for a period of ninety (90) days from the date of delivery, the Software or 
Appliance Software will perform substantially in accordance with the Documentation.
15.2 DENY-ALL shall have no obligation under the foregoing warranties if Licensee (i) fails to use the Software or Appliance Software in 
accordance with the Documentation; (ii) uses the Software or Appliance Software on a computer systems for which the Software or 
Appliance Software was not designed; (iii) modifies or alters the Software or Appliance Software in any way; (iv) uses the Software or 
Appliance Software with any Third Party Software non provided by DENY-ALL; (v) fails to install and use any fixes, patches, maintenance 
releases or updates required by DENY-ALL; or (vi) is in arrears with respect to its payment obligations. In addition, DENY-ALL shall have no 
obligation hereunder with respect to any failures suffered by the Software or Appliance Software to the extent caused by computer programs 
or code that are not provided by DENY-ALL. DENY-ALL shall be entitled to payment at its then current rates for any time and materials spent 
attempting to correct any failures for which DENY-ALL has no obligation under this Section.
15.3 DENY-ALL's sole liability and Licensee's sole remedy with respect to the foregoing warranties shall be for DENY-ALL, in its sole option, to 
either (i) correct any instance in which the Software or Appliance Software fails to perform in accordance with the Documentation; (ii) replace 
the Software or the Appliance Software; or (iii) refund to Licensee the Products Fee paid for the license granted hereunder. Additional 
remedies may be provided under the Parties' maintenance agreement, if any.
15.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, DENY-ALL MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, 
IMPLIED OR STATUTORY, WITH RESPECT TO THE SOFTWARE, APPLIANCE SOFTWARE OR SERVICES PROVIDED HEREUNDER, 
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, AND DENY-ALL HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, DENY-ALL DISCLAIMS 
ANY WARRANTY THAT THE SOFTWARE, APPLIANCE SOFTWARE OR SERVICES PROVIDED HEREUNDER WILL MEET END 
USER'S REQUIREMENTS OR THAT THE SOFTWARE OR APPLIANCE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR 
FREE.
15.5 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL DENY-ALL OR ITS VARS BE LIABLE TO LICENSEE OR ANY OTHER 
PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, 
WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, 
COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM LICENSEE'S USE OF THE PRODUCT. DENY-ALL'S 
LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES 
PAID BY LICENSEE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF DENY-ALL SHALL HAVE BEEN INFORMED OF THE 
POSSIBILITY OF SUCH DAMAGES.
15.6 Third Party Hardware and/or Third Party Software: the terms and conditions applicable to any Third Party Hardware and/or Third Party 
Software, including conditions of warranty, will follow the relevant supplier's terms and conditions as set forth in the Documentation.
16. Warranty against third party claims
16.1 DENY-ALL, at its expenses, will defend or at its option, settle, any claim or action brought against Licensee for infringement by the Software 
and/or Appliance Software of a French Copyright ("droit d'auteur") protected within European Union. DENY-ALL will pay any finally awarded 
damages pronounced by a competent court against Licensee with respect to any such action, provided that Licensee promptly notifies 
DENY-ALL in writing of any such action on becoming aware of it, that Licensee does not make any admission of liability or make any attempt 
to settle and that DENY-ALL is given sole conduct of the defense of such action and of all negotiations. Licensee undertakes to provide full 
support and assistance to DENY-ALL in the event of such action.
16.2 If an injunction is ordered affecting DENY-ALL's right to supply or Licensee's right to use the Software or Appliance Software or any part of 
them by reason of infringement of French Copyright ("droit d'auteur"), or in DENY-ALL's reasonable opinion, the Software or Appliance 
Software is likely to become the subject of a claim for such infringement or do become subject to such a claim, DENY-ALL at its option and 
expense may:
(a) obtain for Licensee the right to continue to use the Software or Appliance Software; or
(b) replace or procure the modification of the Software or Appliance Software so that they are no longer in infringement; or
(c) accept the return of the Products and refund an amount equal to the sum paid by Licensee for the Software or Appliance Software, 
after deduction, however, of the amount corresponding to the duration of use of those Products by Licensee until their refund by 
DENY-ALL.
16.3 DENY-ALL shall under no circumstance hold Licensee harmless if the claims brought by the third parties are caused by:
(a) any infringement arising from the use of the Software or Appliance Software not in compliance with the Documentation; or 
(b) any infringement arising from the combination of the Software or Appliance Software or any part of them with any other products not 
supplied by DENY-ALL; or
(c) modification of the Software or Appliance Software unless the modification was made by or with the prior written approval of DENYALL; or
(d) any infringement arising from use of other than the then latest release of the Software or Appliance Software by DENY-ALL, if such 
infringement could have been avoided by the use of the latest release of the Software.
16.4 This provision states the exclusive remedy of Licensee in respect of any patent, copyright, design right or other Intellectual Property Right 
infringement by the Products and the exclusive liability of DENY-ALL in connection therewith.
17. Limitation of liability - Insurance
17.1 Licensee declares that it is entering into the Agreement in the knowledge that DENY-ALL's liability is limited and that the Price has been 
calculated accordingly.
17.2 DENY-ALL can only be held liable for real damage suffered by Licensee, insofar as Licensee has provided proof that DENY-ALL's 
contractual breach is the direct cause of this damage. In no event will DENY-ALL be liable for indirect damages, trading loss(es), loss(es) of 
productivity, gains, brand image, Agreement(s), investment(s), files or data. 
17.3 DENY-ALL's total liability for any breach of the Agreement is limited, all damages and indemnities of any kind included, to seventy percent 
(70%) of the Price (excluding VAT) paid by Licensee in the scope of the Proposal.
17.4 Any claim by Licensee, arising under or in connection with the Agreement, shall be brought within one (1) year after the cause of action 
arose or when the claiming Party becomes aware of the relevant breach.
18. Export and re-export limitation
Licensee will not export or re-export directly or indirectly any Products or technical data without first obtaining all such written consents or 
authorizations as may be required by any applicable government regulations in force from time to time, including without limitation those of the 
French Government and the United States Department of Commerce.