TRAFFIC DICTATOR — END USER LICENCE AGREEMENT
Vegvisir Systems Limited, registered in Ireland, company no. 739905 ("Vegvisir", "we").
Version 1.7 — 25 September 2026
1. This Agreement
1.1. This End User Licence Agreement (the "Agreement") governs all use of the Traffic Dictator software, in any form and however obtained, including as a Docker image or virtual machine image and including any update or new version (the "Software"), and of its Documentation.
1.2. You accept this Agreement in any of the following ways: (a) for a paid subscription, by accepting a quotation or order form that references this Agreement or its URL, or by paying an invoice that does so, whichever happens first; (b) where Vegvisir presents this Agreement for acceptance, by clicking to accept it; or (c) by downloading, pulling, installing or using the Software. The current version of this Agreement is published at https://vegvisir.ie/legal/eula (or such other address as Vegvisir publishes on its website). If you do not agree, do not accept the quotation or order form, pay the invoice, or download, pull, install or use the Software.
1.3. The Software is designed and offered primarily for use in the course of a trade, business or profession. It is also made available, on the terms of this Agreement and for no other purpose, (a) to individuals for non-commercial study, training or research under Section 4.1, or (b) to institutions and individuals for research, academic study or teaching under a Research Licence (Section 4.4). By accepting this Agreement you confirm that you accept it for one of those purposes. If you accept on behalf of an organisation, you confirm you have authority to bind it, and "you" means that organisation.
1.4. Commercial terms — fees, Subscription Term, the number of Deployments and the Networks they cover, and any other licence parameters — are set out in the quotation, order form or invoice issued by Vegvisir and accepted by you (together, where there is more than one, the "Order"). Where those documents conflict, the one issued latest prevails. Each Order incorporates this Agreement by reference and prevails over it as to those commercial terms. Despite this, an Order does not vary Sections 3.6 to 3.8, 5, 6.3, 6.4 or 10 unless it expressly states that it does so. Terms in any purchase order or other document issued by you do not form part of the Order or of this Agreement, even if Vegvisir performs against that document.
1.5. If you and Vegvisir have signed an agreement covering the Software, other than an Order, that expressly states that it varies or supersedes this Agreement, that agreement prevails over this Agreement to the extent of any conflict.
1.6. If you are an individual using the Software under Section 4.1 or Section 4.4 otherwise than in the course of a trade, business or profession, nothing in this Agreement excludes or restricts any right you have as a consumer that cannot be excluded or restricted by law. Sections 4.7, 9.3, 10.2 to 10.4 and 15.7 apply to you only to the extent that the law allows, and Section 15.7 does not deprive you of any right you have to bring proceedings in the courts of the country where you live. Where Section 10.3 limits Vegvisir's liability to you, the limit is the greater of the amount calculated under that Section and €100.
2. Definitions
"Affiliate" — an entity that controls, is controlled by, or is under common control with a party, where "control" means the direct or indirect ownership of more than 50% of the voting rights in an entity, or the power to direct its management or policies, whether by contract or otherwise.
"Agreement" — has the meaning given in Section 1.1.
"Confidential Information" — has the meaning given in Section 15.9.
"Deployment" — the right to run the Software for one Network, using as many Instances as your design requires.
"Documentation" — the user documentation published by Vegvisir for the version of the Software concerned.
"Evaluation Limit" — the limit on the number of Policies that each Instance accepts when no current Licence Key is installed, as enforced by the version of the Software you are running. The Evaluation Limit applies as a limit on your use under this Agreement whether or not the Software is enforcing it at the time, including after expiry of a Subscription Term (Section 6.2).
"Instance" — one deployed running copy of the Software, however many processes or containers it comprises.
"Licence Key" — a key issued by Vegvisir that removes the Evaluation Limit, whether for a Subscription Term or under a Research Licence. A Licence Key is current only during the Subscription Term or the term of the Research Licence for which it was issued, and references in this Agreement to use with or without a Licence Key are to a current Licence Key.
"Network" — a network that you operate for your own account, taken as a whole, however many Instances, IGP domains or autonomous system numbers it comprises. Networks that you design and operate as separate networks — for example a backbone network and a data-centre network — are different Networks, even where they belong to the same company. A network operated by another person for that person's own account, or operated by you on another person's behalf, is not a Network of yours; a network remains a Network of yours where a contractor permitted under Section 5(a) operates it on your behalf (see Sections 3.1, 3.6 and 5(d)).
"Order" — has the meaning given in Section 1.4.
"Policy" — a traffic-engineering policy object (such as an SR-TE policy or EPE steering entry), as counted by the Software.
"Research Licence" — has the meaning given in Section 4.4.
"Software" — has the meaning given in Section 1.1.
"Subscription Term" — the licence period stated in the Order. Each renewal constitutes a new Subscription Term.
3. Commercial licence
3.1. Subject to this Agreement, including payment of the fees when due, Vegvisir grants you a non-exclusive, non-transferable licence, without the right to sublicense, to install and use the Software, and to use the Documentation, during the Subscription Term, limited to the number of Deployments and any other parameters stated in the Order, for your internal business operations. Operating your own Network, including providing connectivity or other services to your own customers over it, is internal business operations. This licence is not limited by territory, except as provided in Section 14 (Export and sanctions).
3.2. The licence is issued per Deployment: one Deployment for each Network licensed. The Order states how many Deployments you have and identifies the Network each covers. Where it is unclear whether two networks are one Network or two, the description in the Order governs; where the Order does not resolve it, the definition of Network in Section 2 applies. Growth, re-architecture or consolidation of a licensed Network within your own business during a Subscription Term does not create an additional Network. Where you divide a licensed Network into networks that you design and operate as separate networks, each of them is a separate Network from the start of the next Subscription Term, and until then they are treated as one Network for all purposes of this Agreement. A network you acquire from another person is not covered by an existing Deployment until it is consolidated into a licensed Network or the Order is varied to include it.
3.3. Within the Network covered by a Deployment you may run as many Instances as your design requires — production, standby, redundant and non-production lab or test Instances — all under the Deployment's Licence Key and none of them subject to the Evaluation Limit. How you deploy within your own Network is your choice, not a licensing question. Subject to Section 3.4, Instances serving a different Network require an additional Deployment.
3.4. Using the Software to carry, control or influence traffic in a live network, or to receive topology, state or other data from a live network for the purpose of operating, monitoring or planning it, is production use. Receiving such data solely to evaluate the Software before deciding whether to license it is not production use. Any production use requires a Licence Key covering the Network concerned. Non-production test or lab Instances for a Network you have not licensed may be run under Section 4.1, without a Licence Key and within the Evaluation Limit.
3.5. Fees are non-refundable except as expressly provided in this Agreement, are exclusive of VAT and similar taxes, and are payable without set-off, deduction or withholding; where a withholding is required by law, you will gross up so that Vegvisir receives the invoiced amount. If Vegvisir terminates a licence for your non-payment or other material breach, fees for the remainder of the Subscription Term for that licence become immediately due, less any costs that Vegvisir saves as a result of the termination.
3.6. A licence is issued to, and may be held only by, the person for whose own account the Network is operated. Operation of that Network by a contractor permitted under Section 5(a) does not change who may hold the licence. Except under a separate written agreement signed by Vegvisir (Section 15.8), no other person may hold a licence or a Licence Key for that Network — whether as that person's agent, procurement intermediary, systems integrator, managed service provider, outsourcing or hosting provider, Affiliate or in any other capacity — other than a contractor to whom the Licence Key is made available under Section 5(g).
3.7. Vegvisir may, at its discretion, issue an Order to another person acting on the licensee's behalf, provided the Order names the licensee and identifies its Network. A person who accepts such an Order on another's behalf is jointly and severally liable with the licensee for the fees under it, and by accepting it agrees to be bound by Sections 3.5 to 3.8, 5, 10, 14 and 15. That person acquires no licence or other right under this Agreement, other than to a refund under Section 3.8.
3.8. Where an Order names as licensee a person other than the person for whose own account the network is operated, no licence is granted in respect of that network under that Order, and any Licence Key issued under it is not valid for that network and must not be used. On becoming aware of such an Order, Vegvisir will, at its option, either (a) refund the fees received under it, less its reasonable costs, to the person who paid them, or (b) offer to reissue the Order to the person for whose own account the network is operated. An offer under (b) is open for acceptance for 30 days from the date of the offer. If that person accepts the reissued Order within that period: (i) the licence for that network is granted on acceptance and a Licence Key is issued to that person; (ii) the fees received are applied towards the fees under the reissued Order, any shortfall being payable by that person and any excess being refunded to the person who paid them; and (iii) fees so applied discharge Vegvisir's liability for them to the person who paid them. If that person does not accept the reissued Order within that period, the offer lapses and Vegvisir will refund the fees as in (a). Vegvisir may set off against any refund under this Section any amount due to it from the person to whom the refund is payable. Neither course affects Section 10.4 in respect of any use of the Software for that network that is not licensed.
4. Evaluation and research licences
4.1. Without a Licence Key, the Software runs subject to the Evaluation Limit. Subject to this Agreement, Vegvisir grants you a free, non-exclusive, non-transferable, revocable licence to use the Software within the Evaluation Limit, and to use the Documentation, for evaluation, proof-of-concept testing, laboratory and test use, training, study and research.
4.2. Production use (Section 3.4) is outside this evaluation licence even if you remain within the Evaluation Limit, and whatever the number of Instances you run.
4.3. Vegvisir may modify the Evaluation Limit for future versions, and may revoke the evaluation licence at any time on notice, including notice published on its website or in release notes.
4.4. Vegvisir may also, at its sole discretion, grant a non-exclusive, non-transferable, revocable licence to use the Software without the Evaluation Limit, and to use the Documentation, for genuine research, academic study or teaching (a "Research Licence"), and issue a Licence Key for it. A Research Licence is granted on the terms that Vegvisir specifies when the key is issued. An application must state the research purpose, the person to whom it is to be issued, the individual responsible for its use and the term sought. A Research Licence may not be used for production, for your ordinary business operations, or for any other commercial purpose.
4.5. On expiry of a Research Licence, your right to use the Software under Section 4.4 ends and Section 13.4 applies. Sections 6.3 and 6.4 do not apply to a Research Licence.
4.6. Vegvisir may revoke a Research Licence at any time on notice. You will have 30 days from that notice to comply with Section 13.4, except that where Vegvisir revokes a Research Licence because of use otherwise than as permitted by Section 4.4, that use must stop immediately. Where Vegvisir revokes a Research Licence for any other reason, it will refund any amount paid for the unexpired part of its term.
4.7. The Software is provided "AS IS" for use within the Evaluation Limit and for use under a Research Licence, on whatever terms it is granted, without warranties, support or update commitments of any kind other than under Section 8.2. Sections 9.1 and 9.2 do not apply.
5. Restrictions
You must not, and must not permit anyone else to:
a) sell, resell, rent, lease, distribute, transfer or sublicense the Software, or make it available to any third party. The only exception is a contractor engaged by you to act on your behalf in operating your own Network or in using the Software under Section 4.1, and only where all of the following are satisfied: (i) the contractor uses the Software solely on your behalf, within the scope of the licence you hold (and, under a paid licence, only for the Network or Networks identified in your Order), and for no other person; (ii) the contractor is bound by written obligations no less protective of Vegvisir than Sections 5, 12, 14 and 15.9; (iii) you identify the contractor to Vegvisir in writing on request; and (iv) you remain fully responsible for the contractor's acts and omissions as if they were your own. This exception does not extend to any systems integrator, managed service provider, network-operations outsourcer or other person that provides network operation, management or engineering services to more than one operator; access by such a person requires Vegvisir's prior written consent, which Vegvisir may withhold or make subject to a separate written agreement. Consent under this paragraph permits that person to act only on your behalf and grants it no licence or other right in respect of any other network (Section 15.8);
b) reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive its source code. This restriction does not apply to the extent it cannot be excluded by applicable law: nothing in this Agreement restricts you from observing, studying or testing the functioning of the Software as permitted by Article 5(3) of Directive 2009/24/EC, from making a necessary back-up copy (Article 5(2)), or from decompilation to the extent permitted by Articles 5(1) and 6 of that Directive. Before decompiling for error correction or interoperability under those Articles, you agree to first request the correction or the necessary interoperability information from Vegvisir at support@vegvisir.ie, and to proceed only to the extent Vegvisir does not make it available within a reasonable time;
c) modify or create derivative works of the Software, or remove or alter any proprietary notices. This does not restrict configuring the Software, or developing your own software that interacts with the Software through its documented interfaces;
d) use the Software to operate a network that is not your Network, or make the Software or its functionality available to any third party other than a contractor permitted under paragraph (a) — whether as a managed service, a hosted service, by resale, or in any other form. This does not restrict operating your own Network for your own customers (Section 3.1);
e) circumvent the Evaluation Limit, the Licence Key mechanism or any other technical restriction;
f) publish any benchmark or performance comparison of the Software without Vegvisir's prior written consent; or
g) share, publish or disclose a Licence Key, or use a Licence Key issued to another person. This does not prevent you from making a Licence Key available, in confidence and solely for the licensed Network, to a contractor permitted under paragraph (a); you remain responsible for it, and this paragraph continues to apply to that contractor.
6. Licence Key; effect of expiry
6.1. Licence Keys are issued to the person named in the Order and for the Subscription Term or, for a Research Licence, to the person named when the key is issued and for the term specified under Section 4.4.
6.2. On expiry of the Subscription Term, your right to use the Software under Section 3 ends. This does not affect any right you have to continue using the Software within the Evaluation Limit under Section 4.1, which does not permit production use (Section 4.2). Continuing to use the Software after expiry otherwise than as permitted by Section 4.1, without renewing, is use outside the licence granted. That the Software may continue to operate after expiry is not permission to keep using it.
6.3. If you renew after a gap, the renewal is arranged in one of two ways, at Vegvisir's option:
you pay for the period since expiry as well as for the new Subscription Term, and the new term runs from the date of renewal; or
you pay for one full Subscription Term, treated as having begun on the day after the previous Subscription Term expired. That term covers your use during the gap, which is not charged separately, and it ends on the same anniversary as before — so if your term expired on 31 August and you renew in November, the renewed term runs from 1 September to 31 August the following year.
6.4. The renewed Subscription Term is charged at the fees agreed for the renewal or, failing agreement, at Vegvisir's then-current rates. Under Section 6.3(a), fees for the period since expiry are charged on a daily pro-rata basis at the rate of the expired Subscription Term. Vegvisir may waive them at its discretion — for example where you genuinely stopped using the Software and are returning to it. Vegvisir may also, at its discretion, treat a renewal under Section 6.3(b) as beginning on a later date. Agreeing a renewal on either basis licenses the intervening period and, to that extent, Section 10.4 ceases to apply to it; it does not waive any right or remedy in respect of any other breach of this Agreement.
6.5. You are solely responsible for renewing in good time. Vegvisir may send renewal reminders as a courtesy; failure to send one does not postpone expiry or create any liability.
7. Open-source components
7.1. Each Software image, whether a Docker image or a virtual machine image, includes third-party open-source components. Where a component's licence requires its source code to be made available, Vegvisir will provide the corresponding source code on written request to support@vegvisir.ie, for at least three years after Vegvisir last distributes the release concerned, for a charge no greater than the cost of providing it. This offer is open to any person entitled to it under that licence. Those components are licensed to you under their own licence terms, which prevail over this Agreement to the extent that they grant you rights, or impose conditions, in respect of those components. Nothing in this Agreement limits any rights you have under them.
8. Support and updates
8.1. During a paid Subscription Term, the licence includes technical support by email (support@vegvisir.ie) and access to new versions of the Software. Technical support and access to new versions are not included in any other use of the Software, including use without a Licence Key, use under a Research Licence, and use after expiry of a Subscription Term without renewal.
8.2. Subject to Section 14, Vegvisir makes security updates available free of charge for the current major version of the Software and for the major version immediately preceding it. Security updates are available to all users of a supported major version, whether or not they hold a Licence Key and whether or not a Subscription Term is current. A security update is a release, or part of a release, that addresses a security vulnerability in the Software. Where a security fix is released only as part of a new version, that new version is a security update for the purposes of this Section, but receiving it does not entitle you to technical support or to any later version. Installing security updates is your responsibility.
8.3. Support is provided on a reasonable-efforts basis. Any support response times stated in an Order or elsewhere are targets, not commitments, unless the Order expressly states otherwise.
9. Warranty
9.1. Vegvisir warrants that, for 90 days from the date Vegvisir first issues a Licence Key under your initial Order, the Software will conform in all material respects to the Documentation. Updates and new versions do not start a new warranty period.
9.2. To claim under this warranty, you must notify Vegvisir in writing within the warranty period, describing the non-conformity in enough detail for Vegvisir to reproduce it. Your exclusive remedy for breach of this warranty is that Vegvisir will, at its option, correct the non-conformity or refund the fees pro rata for the period from your warranty notice to the end of the then-current Subscription Term, whereupon the affected licence ends. If Vegvisir does not correct the non-conformity within a reasonable time, you may require the refund instead. The warranty does not apply to: modifications not made by Vegvisir; use contrary to the Documentation or this Agreement; or issues caused by hardware, software or network conditions not supplied by Vegvisir as part of the Software.
9.3. Except as stated in this Section 9, and to the maximum extent permitted by law, the Software is provided without any other warranties, conditions or terms, express or implied (including any implied by the Sale of Goods and Supply of Services Act 1980), all of which are excluded. Vegvisir does not warrant that the Software will be uninterrupted or error-free.
9.4. The Software is a network control-plane tool. You are responsible for the Policies, configurations and parameters you deploy through it, for validating them before production use, and for the behaviour of your network. The Software is not designed for use in safety-critical systems requiring fail-safe performance (such as aircraft operation, nuclear facilities or life-support systems). A public communications network, including one that carries emergency communications, is not such a system for the purposes of this Section; you remain responsible for the resilience and availability of the services you provide over it.
10. Liability
10.1. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.
10.2. Subject to Section 10.1, neither party is liable for any loss of profits, revenue, business, anticipated savings, goodwill or data, business interruption, or any indirect or consequential loss, however arising, even if advised of the possibility.
10.3. Subject to Sections 10.1 and 10.2, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) the fees paid or payable by you to Vegvisir in the 12 months preceding the first event giving rise to liability and (b) where that event occurs during a Subscription Term longer than 12 months, the fees for that Subscription Term apportioned to 12 months on a pro-rata basis. This Section does not limit a refund that Vegvisir is expressly required to make under this Agreement.
10.4. Sections 10.2 and 10.3 do not limit your liability for: unpaid fees; use of the Software outside the licence granted; breach of Section 5 (Restrictions) or Section 14 (Export and sanctions); or your obligations under Section 10.5(c).
10.5. You will indemnify Vegvisir against losses, damages, costs (including reasonable legal costs) and settlement amounts arising from any third-party claim against Vegvisir, including, to the extent permitted by law, proceedings by a regulator or other public authority, to the extent that the claim arises out of: (a) the Policies, configurations and parameters you deploy through the Software; (b) your operation of your network; or (c) your breach of Section 5 (Restrictions) or Section 14 (Export and sanctions). Paragraphs (a) and (b) do not apply to the extent that a court finally determines, or Vegvisir agrees in writing, that the claim was caused by a defect in the unmodified Software as supplied by Vegvisir. You bear the burden of proving that. Until then this Section applies in full; once it is so determined or agreed, Vegvisir will reimburse the part of the amounts you have paid under this Section that is attributable to that defect. Section 10.2 does not limit this Section; Section 10.3 limits it only under paragraphs (a) and (b), and not where the claim arises from use of the Software outside the licence granted. Vegvisir will notify you promptly of any claim; a delay in notification affects your obligations under this Section only to the extent that it prejudices the defence of the claim. You will conduct its defence and settlement, and Vegvisir will give you reasonable assistance at your cost. Vegvisir may instead conduct the defence itself of any claim under paragraph (c) and of any proceedings by a regulator or other public authority. You will not settle any claim in a way that admits fault on Vegvisir's part or imposes an obligation on Vegvisir without its prior written consent. This Section does not apply to an individual using the Software under Section 4.1 or Section 4.4 otherwise than in the course of a trade, business or profession.
10.6. Subject to Section 10.1, you will not bring any claim arising out of or in connection with this Agreement or the Software personally against any director, shareholder, employee or contractor of Vegvisir.
11. Intellectual property
11.1. The Software is licensed, not sold. Vegvisir and its licensors retain all intellectual property rights in the Software and Documentation. You receive only the rights expressly granted in this Agreement.
11.2. If you give Vegvisir feedback or suggestions about the Software, Vegvisir may use them without restriction or obligation. This does not permit Vegvisir to disclose your Confidential Information (Section 15.9).
11.3. If a third party claims that the unmodified Software, used in accordance with this Agreement and the Documentation, infringes its intellectual property rights, you will notify Vegvisir promptly, will not make any admission about the claim without Vegvisir's prior written consent, and will allow Vegvisir, if it chooses, to conduct the defence of the claim at its own cost. Vegvisir will then, at its option and expense, do one of the following: (a) procure for you the right to continue using the Software; (b) modify or replace the Software so that it is no longer infringing, without material loss of functionality; or (c) terminate the affected licence and refund the fees you have paid for the unexpired part of the then-current Subscription Term. These remedies are Vegvisir's entire obligation, and your sole remedy, in respect of intellectual-property claims, including any claim, however framed, that Vegvisir did not have the right to grant the licence in Section 3.1: Vegvisir does not undertake to defend you against, or to pay any damages, costs or settlement in respect of, any such claim. This Section does not apply to claims arising from (i) combination of the Software with products, software or data not supplied by Vegvisir, to the extent that the claim would not have arisen but for that combination, other than combination with network equipment or software with which the Software is designed to operate as described in the Documentation, (ii) modifications not made by Vegvisir, (iii) compliance with your specifications, or (iv) your failure to install an update made available to you that would have avoided the claim. Vegvisir has no obligation under paragraphs (a) to (c) in respect of use within the Evaluation Limit, use under a Research Licence, or other use for which no fee is payable; the remainder of this Section applies to all use of the Software.
12. Verification
12.1. You will keep reasonable records of your use of the Software sufficient to show compliance with this Agreement and the Order, during each Subscription Term and for 12 months after expiry or termination of your last licence. On Vegvisir's written request, no more than once per year, you will confirm in writing, signed by a person authorised to bind you, the number of Deployments and the Networks they cover and, where the Order sets any parameter by reference to Policies, the number of Policies deployed, using the Software's own reporting output where it provides one and otherwise from your own records.
12.2. Vegvisir may verify compliance with this Agreement and the Order through an audit no more than once per year, on at least 15 business days' notice. The audit will be conducted first by review of the records and reporting output you provide. Access to your premises or systems may be requested only where that review is insufficient, and will then take place during business hours, subject to your reasonable site, security and access policies, and in a manner that does not disrupt your operations. The audit will not involve access to network traffic or to personal data processed through your network, and Vegvisir will ensure that any person carrying it out is bound by obligations of confidentiality no less protective than Section 15.9 (Confidentiality).
12.3. Vegvisir will share its findings with you. Any shortfall — use of the Software beyond the Deployments, Networks or other parameters licensed under the Order — is charged at the fees applicable under your Order or, where the Order sets no fee for the additional use, at Vegvisir's then-current fees, for the period from the start of the additional use or, where that cannot be established, from the start of the current Subscription Term, to the end of the current Subscription Term. Use for a network that is not your Network is not a shortfall and is not licensed by payment under this Section (Sections 3.6 and 3.8). Payment of the shortfall licenses the additional use for the period charged and, to that extent, Section 10.4 ceases to apply to it; it does not waive any breach of Section 5 or Section 14. If the shortfall exceeds 5% of the fees payable for the audited period, you also reimburse the reasonable cost of the audit.
12.4. Where a contractor permitted under Section 5(a) installs, operates or has access to the Software on your behalf, this Section applies to that use as if it were your own. You will ensure that the contractor keeps records equivalent to those required by this Section, obtain from it the records and confirmations this Section requires, and use all reasonable endeavours to procure its cooperation with any audit.
12.5. Vegvisir may use licensing information contained in support materials you send it — such as Licence Key identifiers, Software versions and the number of Instances and Policies — to the extent it is not personal data, to verify compliance with this Agreement and the Order. Its use for this purpose is a purpose of this Agreement for Section 15.9.
13. Term and termination
13.1. This Agreement applies from your acceptance under Section 1.2 for as long as you hold any licence under it or use the Software, and afterwards as provided in Section 13.4.
13.2. Either party may terminate a licence for material breach not cured within 30 days of written notice (14 days for non-payment). Where you terminate a licence for Vegvisir's uncured material breach, Vegvisir will refund the fees you have paid for the unexpired part of the then-current Subscription Term. Vegvisir may terminate any or all licences immediately on breach of Section 5 (Restrictions) or Section 14 (Export and sanctions).
13.3. Either party may terminate this Agreement and all licences under it immediately by written notice if the other party becomes insolvent, has an examiner, receiver or liquidator appointed, or enters into any arrangement with its creditors, to the extent permitted by applicable law.
13.4. On termination, revocation or expiry of a licence you must, subject to Section 4.6, stop using the Software under that licence and delete all copies relating to it, and confirm deletion in writing if Vegvisir requests. This does not apply to (a) your own data and configuration files, which remain yours (this does not grant you any rights in the Software or Documentation); or (b) copies you are entitled to use within the Evaluation Limit under Section 4.1, unless the licence was terminated for your breach or the evaluation licence has been revoked under Section 4.3. Sections 1, 2, 3.5 to 3.8, 4.7, 5, 6.2 to 6.5, 7, 9.3, 9.4, 10, 11, 12, 13.4, 14 and 15, and Schedule 1 (in respect of any personal data Vegvisir still holds, and in any event paragraphs 4(a), 4(b), 4(g), 6, 7, 9 and 10), survive.
14. Export and sanctions
14.1. You must comply with all applicable export-control and sanctions laws of the European Union, Ireland and, where applicable, the United States.
14.2. The Software must not be sold, transferred, re-exported, deployed, accessed or used, directly or indirectly:
in or to any territory subject to territorial restrictive measures under the laws of the European Union or Ireland, as those measures stand from time to time (at the date of this version, this includes Crimea and Sevastopol and the non-government controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine);
by or for the benefit of the Government of the Russian Federation or the Government of the Republic of Belarus, any natural person resident in, or any legal person, entity or body established in, or owned or controlled by a person established in, the Russian Federation or the Republic of Belarus; or
by or for the benefit of any person on an applicable sanctions list, or any entity owned or controlled by such a person.
14.3. Independently of Section 14.2 and of the position under the laws referred to in Section 14.1, the Software must not be sold, transferred, re-exported, deployed, accessed or used in, or for the benefit of any person resident or established in, or owned or controlled by a person established in, the Russian Federation, the Republic of Belarus, the Islamic Republic of Iran, the Democratic People's Republic of Korea or the Republic of Cuba. This restriction applies whether or not those countries are subject to restrictive measures at the relevant time. It is Vegvisir's own commercial decision as to the markets it serves, taken independently and not in compliance with, or in response to any requirement of, the law of any third country.
14.4. You are responsible for compliance with Sections 14.2 and 14.3, and must ensure that your contractors, Affiliates and any other person under your control comply with them. You will notify Vegvisir promptly if you, or any person owning or controlling you, become subject to any of those restrictions.
14.5. In addition to its rights under Section 13.2, Vegvisir may immediately suspend the issue of Licence Keys and the provision of support and updates, or terminate any or all licences, without liability, where it reasonably believes that continuing to perform this Agreement would breach the laws referred to in Section 14.1, including because of a change in those laws or in your ownership or control. Where Vegvisir terminates a licence under this Section otherwise than because of your breach of Section 14, Vegvisir will refund the fees paid for the unexpired part of the then-current Subscription Term. No refund is payable where making it would breach those laws.
15. General
15.1. Vegvisir processes limited personal data (including business contact details and support communications) as its own controller, as described in its Privacy Policy, published at vegvisir.ie/privacy or such other address as Vegvisir publishes on its website.
15.2. You may not assign or transfer this Agreement or any licence, including by operation of law, without Vegvisir's prior written consent (not to be unreasonably withheld for an assignment to an Affiliate or to a successor to your business that is not a competitor of Vegvisir and not a person described in Section 14.2 or 14.3). You will notify Vegvisir in writing of any change of control of you within 30 days after it takes effect. If control passes to a competitor of Vegvisir or to a person described in Section 14.2 or 14.3, Vegvisir may terminate any or all licences by written notice, without liability, and will refund the fees paid for the unexpired part of the then-current Subscription Term except where Section 14.5 prevents it. Vegvisir may assign this Agreement to an Affiliate or a successor to its business.
15.3. Vegvisir may update this Agreement for future versions and future Subscription Terms; the version you accepted continues to apply for the current Subscription Term, and the version current at the start of each renewal applies to that renewal, provided Vegvisir has made it available to you before you renew. Where you use the Software without a Subscription Term, the version current when you download or pull the Software applies to that copy, and the version current when a Research Licence is issued applies to that Research Licence. The applicable version and its date appear at the top of this document.
15.4. Subject to Section 1.5, this Agreement and the applicable Order are the entire agreement about the Software and supersede all prior discussions, proposals, presentations, marketing materials, white papers, benchmarks and other statements about the Software, however and wherever made, including on Vegvisir's website. You acknowledge that you have not relied on any such statement in entering into this Agreement, and the liability regime in Section 10 applies to any claim arising out of or in connection with the Software or any statement about it, however framed, whether in contract, tort, misrepresentation or otherwise. Nothing in this Section limits liability for fraudulent misrepresentation. If a provision is held unenforceable, the remainder stays in force. No failure or delay in enforcing a right is a waiver of it, and Vegvisir's knowledge of, delay in acting on, acceptance of payment for, or issue of a Licence Key in connection with, any use of the Software outside the licence granted is not a waiver, an implied licence or acquiescence in that use.
15.5. Notices to Vegvisir: by email to info@vegvisir.ie; notices of breach or termination must also be sent by post or courier to Vegvisir's registered office as shown in the register maintained by the Companies Registration Office. Notices to you: the contact in the Order or, for a Research Licence, the contact given in the application; for evaluation use, notice published on Vegvisir's website or in release notes suffices. A notice sent by email is treated as received on the next business day after it is sent, unless the sender receives a message that it was not delivered.
15.6. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations and obligations under Section 14. The affected party will notify the other promptly and use reasonable efforts to resume performance. If such an event prevents a party from performing its material obligations for more than 90 days, either party may terminate the affected licence by written notice and, where the event affected Vegvisir's performance, Vegvisir will refund the fees paid for the unexpired part of the then-current Subscription Term.
15.7. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the laws of Ireland. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of Ireland have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, validity or termination and any non-contractual dispute, and both parties submit to that jurisdiction. Nothing in this Section prevents either party from seeking interim, conservatory or injunctive relief, or Vegvisir from seeking relief in respect of infringement of its intellectual property rights or breach of Section 5 or Section 14, in any court of competent jurisdiction. This Agreement is made in English; where it is translated, the English version prevails.
15.8. The parties are independent contractors. Nothing in this Agreement, in any Order, or in any dealing between the parties appoints you as a reseller, distributor, systems integrator, managed service provider, agent, representative, franchisee, partner or joint venturer of Vegvisir, or creates a partnership, joint venture, agency or employment relationship between the parties. You have no authority to bind Vegvisir, to incur any obligation on its behalf, to make any representation, warranty or commitment about the Software on its behalf, or to hold yourself out as authorised to do any of those things or as being endorsed, certified or accredited by Vegvisir. Vegvisir appoints no channel by this Agreement: any right to resell, distribute, host, operate the Software for another person, or otherwise make the Software or its functionality available to another person, arises only under a separate written agreement signed by Vegvisir (see Section 5(d) and Section 3.6).
15.9. Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure ("Confidential Information"). Vegvisir's Confidential Information includes Licence Keys and any non-public technical or pricing information about the Software. Your Confidential Information includes support materials, network configurations, topology data, diagnostic bundles and logs you send to Vegvisir, and any non-public information about your network. Each party will use the other's Confidential Information only for the purposes of this Agreement, will not disclose it to any third party except to its personnel, professional advisers, in your case contractors permitted under Section 5(a), and in Vegvisir's case its subcontractors engaged in providing support (subject to Schedule 1), the sub-processors authorised under Schedule 1, paragraph 4(d) and any person carrying out an audit under Section 12, in each case bound by confidentiality, and will protect it with at least the care it uses for its own confidential information. These obligations do not apply to information that is or becomes public without breach, was lawfully known without a duty of confidence, or is independently developed, and do not prevent disclosure required by law, court order or a regulator, in which case the disclosing party will, where lawful, give prior notice. This Section applies for the term of this Agreement and for three years afterwards, and in respect of trade secrets for as long as they remain trade secrets, and applies to Confidential Information whether or not it contains personal data; where it does, Schedule 1 also applies.
15.10. Where a version of the Software offers a feature that sends statistical information to Vegvisir about the operation of the Software and the networks it manages (such as their size and structure, the frequency of changes, the number and types of Policies, and computation times), that feature is disabled unless you enable it, and you may disable it at any time. The Documentation describes what information it sends. By enabling it, you authorise Vegvisir, notwithstanding Section 15.9, to receive and use that information to operate, analyse and improve its products, and to use and publish it in aggregated form that does not identify you or your network.
SCHEDULE 1 — DATA PROCESSING TERMS
These terms form part of the Agreement and apply only where, and for as long as, Vegvisir processes personal data on your behalf. They are the contract required by Article 28(3) of Regulation (EU) 2016/679 ("GDPR"). Terms defined in the GDPR have the same meaning here.
1. When these terms apply. The Software runs on your own systems. Vegvisir has no access to it, or to the data it processes there, except information you choose to send to Vegvisir. These terms apply only to support materials you send Vegvisir — diagnostic files, logs, configurations, topology snapshots or packet captures — to the extent that they contain personal data (for example, IP addresses relating to users of your network). Vegvisir processes that personal data on your behalf. These terms do not apply to: (a) information sent by the telemetry feature described in Section 15.10 of the Agreement, which is governed by that Section and our Privacy Policy; or (b) anything else described in our Privacy Policy, such as your staff's business contact details, our correspondence with you and invoicing, for which Vegvisir is its own controller.
These terms apply whether or not you have entered into a paid Order and whether or not you have separately signed any other agreement, unless a signed data-processing agreement between you and Vegvisir covers the same processing, in which case paragraph 9 applies.
2. Subject-matter, duration, nature and purpose. Vegvisir processes the personal data contained in support materials solely to diagnose and resolve the support requests you raise, including reopened, recurring or related requests, for as long as they are open and for the retention period in paragraph 7. This does not restrict Vegvisir's use under Section 12.5 of the Agreement of licensing information contained in support materials that is not personal data.
3. Types of personal data and categories of data subjects. The types of personal data are: IP addresses and other network identifiers; router hostnames; device, interface and node identifiers; policy descriptions, which in operator networks may identify your own end customers; the contents of system logs (syslog), which may include the names or usernames of your engineers; network topology graphs, which contain IP addresses and may contain router hostnames; usernames and account identifiers; and any names, email addresses or free-text notes appearing in configurations, logs, diagnostic bundles, topology snapshots or packet captures. Interface, circuit and service descriptions may also appear and, in operator networks, routinely identify end customers. The categories of data subjects are: users and subscribers of your network, your own end customers where they are individuals or identifiable, and your own personnel and contractors. These are the categories Vegvisir expects; the actual content is determined by the support materials you choose to send. Note that the Software generates diagnostic bundles and topology snapshots automatically and retains a rolling history of them on your system, so a support request may cover a period rather than a single moment.
You should not send special categories of personal data (Article 9 GDPR), and Vegvisir does not require any. Vegvisir recognises that a complete diagnostic bundle (for example the output of show tech-support) cannot meaningfully be pseudonymised and that sending it is often the fastest route to a fix; where you can reasonably redact or reduce what you send without impairing diagnosis, please do.
Credentials. Support materials should not include passwords, keys, tokens or community strings. Vegvisir does not need them and does not want them. Configuration files may contain user passwords in hashed form; Vegvisir does not require them. If you send credentials in any form, treat them as disclosed and rotate them.
4. Vegvisir's obligations. Vegvisir will:
process the personal data only on your documented instructions, including as to transfers outside the EEA, unless required otherwise by EU or Member State law — in which case Vegvisir will inform you before processing, unless that law prohibits it. Your support request, and this Agreement, are your documented instructions;
ensure that the persons authorised to process the personal data are bound by confidentiality;
implement appropriate technical and organisational measures under Article 32 GDPR, taking account of the state of the art, the costs of implementation, the scale of Vegvisir's operations and the risks presented;
not engage another processor without your authorisation. You give general authorisation for Vegvisir to use the sub-processors described in Section 3 of its Privacy Policy. Vegvisir will give you, on request, a current list naming each sub-processor, the service it performs, its location and the transfer safeguard that applies. Vegvisir will inform you in advance of any intended addition or replacement, and you may object on reasonable data-protection grounds, in which case either party may terminate the affected support request. Vegvisir will ensure that each sub-processor is bound by a written contract imposing data protection obligations that meet the requirements of Article 28(4) GDPR, and remains fully liable to you for its sub-processors' performance;
taking into account the nature of the processing, assist you on request by appropriate technical and organisational measures, so far as possible, in responding to requests from data subjects exercising their rights;
assist you on request in complying with your obligations under Articles 32 to 36 GDPR (security, personal data breach notification, impact assessments and prior consultation), taking into account the nature of processing and the information available to Vegvisir. Vegvisir will notify you without undue delay after becoming aware of a personal data breach affecting the personal data;
at your choice, delete or return the personal data at the end of the provision of support services in accordance with paragraph 7, and delete existing copies, unless EU or Member State law requires it to be stored;
make available to you on request the information necessary to demonstrate compliance with Article 28 GDPR, and allow for and contribute to audits, including inspections, conducted by you or an auditor you mandate — see paragraph 8; and
immediately inform you if, in Vegvisir's opinion, an instruction you give infringes the GDPR or other EU or Member State data protection law.
5. Your obligations. You warrant that you have a lawful basis for the personal data you send us, that sending it to us is consistent with the information you have given your own data subjects, and that you will not send personal data that is not necessary for the support request.
6. International transfers. Vegvisir is established in Ireland. Support materials you send are received by email and are stored in Vegvisir's business email and document storage systems and, where needed to reproduce and diagnose an issue, on Vegvisir's own systems in Ireland. By sending support materials to Vegvisir's published support address, you instruct Vegvisir to receive, store and process them in those systems, and Vegvisir will tell you on request where it processes data. Where any of those systems or any other sub-processor processes personal data outside the EEA, Vegvisir ensures an appropriate safeguard under Chapter V GDPR is in place — an adequacy decision (including the EU–US Data Privacy Framework, Commission Implementing Decision (EU) 2023/1795) or the European Commission's Standard Contractual Clauses. Vegvisir will tell you which safeguard applies to which sub-processor on request. If your policies do not permit support materials to be stored outside the EEA, tell Vegvisir before sending them. Vegvisir will provide a public key so that you can encrypt them before sending, and will decrypt and keep them only on its own systems in the EEA.
7. Retention and deletion. At the end of the provision of support services, Vegvisir will delete the support materials and the personal data in them, or return them to you, at your choice. Unless you tell us otherwise, Vegvisir will delete them from all of the systems described in paragraph 6, including any email messages to which they are attached: (a) where you hold a Subscription Term, within six months after your last Subscription Term ends; (b) in any other case, within twelve months after Vegvisir closes your most recent support request. Until then, Vegvisir keeps them only so that a reopened, recurring or related request can be diagnosed. Vegvisir will delete sooner on your written request. At any time up to deletion you may instead ask Vegvisir to return the personal data to you, in which case Vegvisir will return it and delete its copies.
8. Audits. Vegvisir will respond to your reasonable written questions about its processing under these terms. Where that is not sufficient for you to demonstrate compliance, you may audit Vegvisir's processing once per year, on at least 30 days' written notice, during business hours, at your cost, in a manner that does not disrupt Vegvisir's operations and subject to confidentiality. The audit will be conducted by review of documents and by remote session unless an on-site inspection is required by a supervisory authority or is reasonably necessary because that review is insufficient. Vegvisir may satisfy an audit request by providing an existing report or certification covering the same matters.
9. Precedence. If these terms conflict with the rest of the Agreement, these terms prevail as to the processing of personal data on your behalf. Notwithstanding Section 1.5, if you and Vegvisir have signed a separate data-processing agreement covering the same processing, that agreement prevails over this Schedule; Section 10 of the Agreement continues to apply to that processing unless the separate agreement expressly states that it varies Section 10.
10. Liability. Nothing in this Schedule increases either party's liability beyond the limits in Section 10 of the Agreement. Section 10 applies to all claims under or in connection with this Schedule, including under paragraph 4(d).