Terms and Conditions

Customer may need to register for an Account in order to place orders or access or receive the Software. Customer agrees to keep its Account information current, accurate and complete so that SecPod may send notices, statements and other information to Customer via email or through its Account.

Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Software and will notify SecPod promptly of any loss, misuse, or unauthorized disclosure of such login information.

Customer may only use the Software in accordance with the Documentation, subject to the use limitations indicated in the License Plan pursuant to which Customer subscribes to the Software. Customer agrees not to use SecPod's Technology to:

• Process data on behalf of any third party other than Customer's Users and End Users.
• Use the Service in violation of applicable law.
• Store or transmit any content that infringes upon any third party's intellectual property rights.
• Use for competitive intelligence or performance benchmarking purposes.

Customer will not:

• License, sublicense, sell, resell, rent, lease, transfer, assign, or distribute SecPod's Technology to any third party other than Users and End Users.
• Falsely imply any sponsorship or association with SecPod.
• Decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of SecPod's Technology.

As between the parties, Customer retains all right, title and interest in and to the Customer Data. Subject to this Agreement, Customer hereby grants SecPod a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve SecPod's Technology and perform obligations under this Agreement, or as required by law.

The parties will comply with the terms of the Data Processing Agreement (DPA), which is incorporated into this Agreement by reference, with respect to the provision and processing of Personal Data. SecPod will use appropriate technical and organizational measures to protect Customer Data from unauthorized access, processing, loss, or disclosure.

Customer and its licensors retain all right, title and interest in and to the Customer Data. SecPod and its licensors retain all right, title, and interest in and to SecPod's Technology and Usage Data.

SecPod may freely use and incorporate into SecPod products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to SecPod products or services.

Notwithstanding anything to the contrary in this Agreement, SecPod may collect and use any data that is derived from the use of the Software or characteristics such as country of domicile, company size, or industry, in each case that is anonymized and aggregated such that it could no longer directly or indirectly identify Customer, its Users or End Users, or any natural person (“Usage Data”).

SecPod may update the Services and Software from time to time. Any Updates to the Services and Software are subject to this Agreement. Customer agrees that its purchase of licenses is neither contingent upon the delivery of any future functionality nor dependent upon any oral or written comments made by SecPod with respect to future functionality or features.

All charges associated with Customer's Account (“Fees”) are set forth in the license term or Website. Payment obligations are non-cancelable, regardless of utilization by the Customer and except as expressly permitted in this Agreement, Fees paid are non-refundable.

If undisputed Fees are more than thirty (30) days overdue, then, following written notification from SecPod, SecPod may suspend Customer's access to the SecPod's Software until such unpaid Fees are paid in full.

SecPod will not exercise its rights under Section 5(b) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (30) days, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity.

The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (“Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder.

This Agreement is effective as of the Effective Date and will continue through the then-current Subscription Term.

Unless a party gives written notice of non-renewal at least thirty (30) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew at the same number of subscriptions and at the same Service Plan, for a period equal to the previous Subscription Term. SecPod reserves the right to increase the Fees at the beginning of each renewed Subscription Term.

SecPod may suspend Customer's access to the Services on the following grounds:

• Late payment or non-payment of undisputed Fees.
• Non-renewal of the Services by Customer.
• Customer's or its Users' breach of Section 2 (Use Restrictions).
• Where suspension is necessary to prevent or address the introduction of Malicious Software, a security incident, or other harm.

Either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or immediately in the event the other party becomes the subject of a bankruptcy or insolvency proceeding.

Upon the expiration of Customer's free trial, SecPod may immediately suspend Customer's access to the Services. Customer must export Customer Data before the end of the free trial or Customer Data will be permanently deleted.

SecPod warrants that the Services and Software will perform in all material respects in accordance with the Documentation. If SecPod is unable to make corrections in a timely manner, either party may terminate the Subscription Term, and Customer will be entitled to receive a refund of any unused Fees pre-paid for the applicable Services.

SecPod warrants that the Services hosted by SecPod will be monitored using commercially available means to attempt to detect and prevent the introduction of any Malicious Software.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SecPod will defend Customer and its Affiliates from any third party claim alleging that Customer's use of SecPod's Technology infringes such third party's patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from any damages and costs awarded against Customer resulting from such IP Claim.

Customer will defend SecPod and its Affiliates from any third party claim, and will indemnify and hold harmless SecPod from any damages and costs resulting from such claim, to the extent caused by: (i) Customer's unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, or (ii) Customer's violation of laws applicable to Customer's business.

In the event of a potential indemnity obligation, the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defense and settlement of such claim, and (iii) provide all necessary cooperation at the indemnifying party's expense.

SecPod may use a third-party service provider to manage payment processing. Customer must notify SecPod of any change in Customer's payment account information by emailing [email protected].

Neither party may assign any of its rights or obligations hereunder without the other party's prior written consent, except either party may assign this Agreement in its entirety in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

This Agreement, together with any License Term, the Privacy Notice, and the DPA, constitutes the entire agreement and supersedes any and all prior agreements between Customer and SecPod regarding the subject matter hereof.

SecPod may identify Customer as a SecPod customer in its promotional materials. Customer may request that SecPod stop doing so by submitting an email to [email protected].

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party's reasonable control, including acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party's control.

This Agreement is governed by the laws of the State of California without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County.

Any dispute, claim or controversy arising out of or relating to this Agreement will be determined by arbitration in San Francisco, California. Judgment on the Award may be entered in any court having jurisdiction.

All notices to SecPod should be sent to: SecPod Technologies, Inc., 303 Twin Dolphin Drive, 6th Floor, Redwood City, California, 94065, with a copy to [email protected].