CHECKMARX TERMS OF SERVICE UK - Checkmarx

CHECKMARX TERMS OF SERVICE – United Kingdom

LOCAL COUNTRY ADDENDUM: UNITED KINGDOM AND IRELAND

For Customers incorporated in the United Kingdom and Ireland, the following provisions shall apply. All other provisions of the Agreement shall remain the same except as provided herein. To the extent of any inconsistency or contradiction between this Addendum and the body of the Agreement, the terms of this Addendum shall prevail.

  1. Section 3.5(c) of the Agreement is hereby replaced with the following:

“(c) reverse engineer, decompile, disassemble, modify or create derivative works based on the Solutions or Documentation, except and as only to the minimum extent permitted by law, and having first requested any reasonably required information in writing from Checkmarx;”

  1. Section 5.2 of the Agreement is hereby replaced with the following:

“Personal Information. In the event Checkmarx processes the personal information of any individual subject to General Data Protection Regulation (EU) 2016/679 or the UK Data Protection Act 2018 in connection with the Solutions or Services, Checkmarx is acting as a Processor and shall handle the personal information in accordance with Checkmarx’s Data Processing Agreement located at https://www.checkmarx.com/legal/terms.

  1. Section 10 of the Agreement is amended with the addition of the following additional text:

“Notwithstanding the above, neither party seeks to exclude or limit its liability for death or personal injury resulting from their breach of contract or negligence, or in relation to any acts of fraud or fraudulent misrepresentation.”

  1. Section 13.1 of the Agreement is hereby replaced with the following:

“13.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.”

  1. Section 13.2 of the Agreement is hereby replaced with the following:

“13.2 Dispute Resolution. In the event of any controversy or claim arising out of or relating to this Agreement, the Parties shall consult and negotiate with each other and attempt to reach a solution satisfactory to both Parties. If the Parties do not reach a settlement within sixty (60) days, any unresolved controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”) and administered by the ICC. The arbitration shall be conducted in the English language in London, England, unless otherwise agreed by the Parties.”

  1. Section 14.19 of the Agreement is hereby replaced with the following:

“14.19 Contracting Entity. For Customers incorporated in the United Kingdom and Ireland, the Checkmarx contracting entity is defined as Checkmarx UK Ltd.”