© Copyright 2018 - 2019 SecureNative, Inc. | All Rights Reserved

SecureNative Terms of Service

May 16th 2019 - V1.100.002

 

SecureNative Inc. (“SecureNative” or “us”, “our”, “we”) provides a customizable and modular cybersecurity platform (the “Platform”). These Terms of Service (these “Terms”) govern our provision of Platform to you in connection with, or your access and use of, the Platform. “Customer/s” or “you” means organizations which have subscribed for use of the Platform.

 

Please read these Terms carefully. These Terms as well as all applicable exhibits govern your use of the Platform. You must accept these Terms prior to using the Platform. By using the Platform, you signify your assent to these Terms and all their exhibits. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms 30 days in advance of such change. Notwithstanding the foregoing after being notified of such changes in writing, your continued use of the Platform will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. If you do not agree to any of these Terms, please do not use the Platform. 

 

  1. Platform. Subject to the terms and conditions of these Terms, SecureNative shall provide Customer with a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license to the Platform. Customer will choose to which components or pillars of the Platform it wishes to subscribe (“Components”); each Component will be subject to its own Payment Terms (as defined below) and its own Service Level Agreement (“SLA”), both of which will be provided by SecureNative . Subject to the terms and conditions hereof, Customers may use the Platform for internal business purposes only. SecureNative reserves the right to modify the Platform at any time in its sole discretion subject to written notification to Customer of such modification. You are not entitled to any source code or executables in respect of the Platform. Customer will receive bug fixes and updates to the Platform during the term of these Terms and subject to the terms and conditions of these Terms. No licenses or rights are granted herein by estoppel or by implication. Customer represents that it has all necessary authority to enter into these Terms and that the execution of these Terms and the receipt of the Platform will not conflict with any legal, regulatory or contractual obligations of Customer.

  2. Registration. You must register with SecureNative in order to use the Platform. To register you must provide specified information and select a password. You may not provide false information during the registration process and you must keep all information up-to-date. You should not reveal your password to anyone else. You agree to immediately notify SecureNative of any unauthorized use of your account or password. You are fully and solely responsible for all activity on your account, even if such activities were not committed by you. Notwithstanding anything to the contrary herein, SecureNative  will not be liable for any losses or damage arising from unauthorized use of your account or password unless you have notified us that your account has been compromised, and have requested us to block access to it.

  3. Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) use the Platform to provide services to any third party, (b) reverse engineer or attempt to find the underlying code of the Platform, (c) modify the Platform in any way, (d) circumvent any security or access control features of the Platform, (e) sublicense your rights hereunder or provide any third party with access to the Platform, (f) rent, lease, modify, copy, loan, transfer, distribute or create derivative works of the Platform or (f) use the Platform in a manner that violates applicable law; or (g) use the Platform for purposes other than those expressly permitted herein. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform SecureNative in writing in each instance prior to engaging in the applicable activity. You shall use the Platform only in accordance with applicable law (including any law concerning the collection, use and storage of Personal Data) and shall have all responsibility and liability for any use of the Platform in violation of applicable law.

  4. Intellectual Property. All right, title and interest in and to the Platform and related documentation and all enhancements, derivatives, bug fixes or improvements to the foregoing shall at all times remain with SecureNative or its licensors. SecureNative grants no rights in or to the Platform except as expressly set forth herein. SecureNative does not request your feedback regarding the Platform. Notwithstanding the foregoing, if you provide SecureNative  with feedback regarding the Platform, SecureNative  shall not be subject to any non-disclosure or non-use obligations in respect of such feedback, and may use such feedback in any manner it deems appropriate, including for commercial purposes and as part of its products and Platform.

  5. Data; Privacy. In using the Platform, SecureNative may receive certain data concerning individuals, including Customer’s personnel (collectively, “Customer Data”). Customer retains sole ownership of all Customer Data. SecureNative will implement reasonable security measures appropriate to the nature of the Customer Data including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Customer Data. SecureNative may use and process Customer Data for providing services to Customer with the Platform. SecureNative will use and process data in compliance with applicable law and in accordance with SecureNative ’s Privacy Notice, as may be amended from time to time.  See link at www.securenative.com/privacy. In processing data, SecureNative may use subcontractors that are located in third party countries. SecureNative may disclose Customer Data to the extent required by applicable law or to cooperate with a law enforcement investigation. In addition, SecureNative  may disclose Customer Data as necessary to enforce agreements and policies, to investigate any claims against SecureNative , and to protect the rights and property of SecureNative  or its agents, employees and customers. SecureNative may disclose or transfer data and information in connection with a sale of all or part of its business, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of its business assets.

  6. Service Levels. Support and uptime for each Component will be in accordance with the applicable SLA, as provided by SecureNative and each deemed an Exhibit B attached hereto.

  7. Representations and Warranties. You represent and warrant that you will use the Platform only in accordance with applicable law. Both Parties further represent and warrant that they have full authority to enter into these Terms, and that the provision of the Platform and associated Platform hereunder will not violate any other of their contractual or other obligations. 

  8. Payment; Payment Terms. In consideration for the use of each Component of the Platform, Customers shall make payments of amounts in accordance with the applicable payment terms (“Payment Terms”), as provided by SecureNative and each deemed an Exhibit A attached hereto. SecureNative shall invoice the Customers in respect of amounts payable hereunder at the end of each calendar month, and Customers shall make payment of all such amounts within 30 days of receipt of the applicable invoice. Amounts due hereunder are exclusive of VAT and applicable taxes. Customers shall make payments hereunder free and clear, and without deduction or withholding, except as required by law. If Customers are required by law to make any deduction or withholding, Customers shall make payment of such additional amounts as is necessary such that SecureNative shall receive the amounts due hereunder without any such deduction or withholding. Late payments shall bear interest at the rate of 12% per annum or, if lower, the maximum amounts permitted under applicable law.

  9. Confidentiality. Either party (a “Disclosing Party”) may disclose to the other party (a “Receiving Party”) certain confidential information regarding its technology and business (“Confidential Information”). Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. All pricing information herein and all non-public information in respect of the Platform shall be deemed the Confidential Information of SecureNative. The Customer Data shall be deemed the Confidential Information of Customer. The non-disclosure provisions hereof do not apply to any information that (a) is generally known to the public, (b) is made available to the Receiving Party by a third party not subject to any confidentiality obligations to the Disclosing Party or (c) is required to be disclosed by law, regulation or rule provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such obligation and shall reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, as required to obtain confidential treatment for such information.

  10. Disclaimer of Warranties. OTHER THEN AS SPECIFICALLY STATED HEREIN, SECURENATIVE EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES IN RESPECT of the Platform, including, but not limited to, any implied warranty of merchantability, fitness for aPARTICULAR PURPOSE OR NON-INFRINGEMENT. SECURENATIVE DOES NOT MAKE ANY WARRANTY IN RESPECT OF ANY RESULTS TO BE OBTAINED AS A RESULT OF THE USE OF THE PLATFORM. SUBJECT TO THE UNDERTAKING SET FORTH IN THE SLA, SECURENATIVE  DOES NOT GUARANTEE THE PLATFORM WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS OR SERVERS, (2) CAUSED BY ANY FAILURES OF YOUR EQUIPMENT, SYSTEMS OR LOCAL ACCESS PLATFORM, OR (3) FOR PREVIOUSLY SCHEDULED MAINTENANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, CUSTOMER AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT SECURENATIVE  HAS THE LAWFUL RIGHT TO USE PERSONAL DATA IN ACCORDANCE WITH THESE TERMS, AND SECURENATIVE  SHALL HAVE NO LIABILITY ARISING FROM OR RELATING TO CUSTOMER’S FAILURE TO COMPLY WITH THIS OBLIGATION.

  11. Indemnification. You shall defend, indemnify and hold harmless SecureNative (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which SecureNative may suffer or incur in connection with any claim, demand, action or other proceeding by any third party arising from or relating to  (a) any breach of your obligations, representations or warranties herein, or (b) any breach of third party privacy or data protection rights arising from or relating to your breach of obligations hereunder.

  12. Limitation of Liability. In no event shall either party, its directors, officers, employees, agents or SHAREHOLDERS, BE LIABLE TO the other party OR ANY THIRD PARTY FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE PLATFORM OR ANY OTHER MATTERS CONTEMPLATED HEREIN OR (B) ANY AMOUNT EXCEEDING THE AGGREGATE PAYMENTS ACTUALLY RECEIVED FROM CUSTOMER IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. YOU HAVE ALL RESPONSIBILITY FOR ANY DECISIONS MADE AS A RESULT OF ANY THE USE OF THE PLATFORM.

  13. Term. The term of these Terms shall commence on the day you accept these Terms (or, if earlier, on the day that you first use the Platform) and shall continue unless terminated by either party with 30 days prior written notice SecureNative may terminate these Terms by written notice to you if you have materially breached any provision of these Terms or if it has reason to believe you are making illegal use of the Platform. Upon any termination or expiration of these Terms, SecureNative will cease providing you with access to the Platform. In the event of any termination (a) Customers will not be entitled to any refunds of any amounts payable hereunder, and (b) if applicable, any outstanding balance for amounts due through the date of termination will be immediately due and payable in full, all as set out in the applicable Payment Terms. Sections 3-5 and 7-14 of these Terms shall survive any expiration or termination thereof.

  14. Miscellaneous. These Terms and the exhibits thereto  represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements or understandings between the parties, whether written or oral, regarding the subject matter hereof. SecureNative  and you shall be deemed independent contractors, and nothing herein shall be deemed to create any employer-employee relationship between the parties or authorize you to make any representations, warranties or contractual obligation on behalf of SecureNative . These Terms may not be modified or amended except in a writing executed by both parties. A waiver of any default hereunder of any provision of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. SecureNative may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights or obligations under these Terms other then due to change of control, merger, acquisition or sale of all or substantially all of your shares or assets; any attempted assignment other then as specifically stated above shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of California, US, and the competent courts in the city of San Francisco shall have exclusive jurisdiction to hear any disputes arising hereunder.