Terms AND CONDITIONS

THE SERVICE
1. Provision of the Service. Subject to all the terms of this Agreement, Abstract Security grants Customer the non-sublicensable, non-transferrable, nonexclusive, limited right to remotely access and use the service described in an Order Document and any associated materials provided by Abstract Security (such as documentation) (collectively, the “Service”) - but only for Customer’s internal business purposes in connection with helping identify, assess, and respond to cyber threats. Any software that is provided (“Software”) will only be (i) installed within the Customer’s environment (which, for clarity, may include Customer’s environment as hosted by one of its third party providers) and (ii) used for the purposes of helping access and use the Service. An “Order Document” is a schedule, statement of work and/or other ordering document executed by the parties (and may include an online purchase process made available by Abstract Security). Any software will be included in the definition of “Service” (and only used in object code form). All activity under the Agreement shall be strictly in accordance with and subject to Company’s applicable usage documentation (if any).
2. Support and Services Levels. To the extent an Order Document specifies that Abstract Security will provide Customer with services levels and support, Abstract’s standard service level and support terms will apply (as made available to Customer by Abstract Security in writing) (“SLA and Support Policy”).
3. General Restrictions. Customer shall not (and shall not allow any third party to): (a) rent, lease, copy, provide access to or sublicense the Service to a third party (except contractors acting on Customer’s behalf – and Customer is fully responsible and liable for their breach of this Agreement); (b) use the Service to help develop and other product or service (such as a competitive product or service), (c) use the Service for the direct benefit of any third party, (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to any of any part of the Service (provided that, the foregoing restriction on reverse engineering will not apply to the extent prohibited by applicable law - and then only upon advance notice to Abstract Security, in which case Abstract Security may terminate this Agreement on written notice), (e) modify or create derivatives of the Service or any other materials provided by Abstract Security, or (f) remove or obscure any proprietary or other notices contained in the Service or documentation provided by Abstract Security. Customer will not disclose any pricing related information, or information related to performance of the Service, to any third party (and all such information is Abstract Security’s Confidential Information).
4. Feedback. Notwithstanding anything else, Customer grants Abstract Security a perpetual, irrevocable, royalty free, paid-up, sub-licensable, right and license to use, display, reproduce, distribute and otherwise exploit Feedback for any purposes. Abstract Security agrees that (i) Customer does not have to provide Feedback, and (ii) all Feedback is provided “AS IS”. “Feedback” means all suggestions for improvement or enhancement, recommendations, comments, opinions or other feedback provided by Customer (whether in oral, electronic or written form) to Abstract Security for the Service.
CUSTOMER DATA
1. Generally. “Customer Data” means all (i) data provided by Customer or its systems or providers to Abstract Security, (ii) all data collected by the Service from Customer’s environment, and (iii) any reports and other data output generated for Customer via its use of the Service. As between the parties, Customer shall retain all right, title and interest in the Customer Data. Abstract Security will implement and maintain an industry-standard information security program with administrative, physical, and technical safeguards designed to protect the integrity of Customer Data. Customer represents and warrants that (i) it has all rights and authorization to provide the Customer Data, and (ii) Customer’s provision, use and maintenance of Customer Data complies with all laws, regulations and third-party rights.
2. Cyber Threat Data. Abstract Security will have an irrevocable, perpetual right to retain and internally use any cyber threat intelligence data (such as, with respect to any malware, spyware, virus, worm, Trojan horse, or other potentially malicious or harmful code or files, URLs, DNS data, or network telemetry) received from the Service in an aggregated and deidentified form to internally improve its products and services (such as training algorithms).
OWNERSHIP
1. Ownership. Customer will own the copyright to all Customer Data. Customer acknowledges that no intellectual property rights are assigned or transferred to Customer hereunder. Customer is obtaining only a limited right to use the Service.
FEES& PAYMENT
1. Fees and Payment. Except as otherwise expressly set out in an Order Document, all fees are as set forth in the applicable Order Document and are payable in advance. Fees must be paid within thirty (30) days of Customer’s receipt of Abstract Security’s invoice. \Abstract Security may adjust the fees charged to Customer hereunder on written notice delivered to Customer at least sixty (60) days prior to the end of the then-current term (and such fees will take effect beginning on the next term). If no such notice is provided, fees for each renewal term will automatically increase by five percent (5%)(calculated on a year-over-year basis). If Customer disagrees with an invoice, it must notify Abstract Security within thirty (30) days from receipt of the invoice – or it is deemed final. Abstract Security’s fees are exclusive of all taxes and other governmental assessments. Customer is responsible for all of the foregoing - other than taxes based on the income of Abstract Security.
2. Late Payments. In the event of late payments, Customer agrees to pay interest at the rate of one and one-half percent (1.5%) per month(or the maximum rate permitted by applicable law, whichever is less). In addition, Customer will reimburse Abstract Security for all costs of collection(including attorneys’ fees). If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies, Abstract Security reserves the right to suspend Customer’s access to the Service, on five (5) days email notice, without liability to Customer until such amounts are paid in full (but for clarity, the suspension will not occur if the delinquent amounts are paid within such five (5) day period).
TERM AND TERMINATION
1. Term. This Agreement will begin on the Effective Date and terminate as set forth below. Either party may terminate this Agreement on ten (10) days written notice if there are no Order Documents in effect. Unless otherwise terminated as set forth below, each Order Document will begin on its effective date and have the initial subscription term set forth thereon. Thereafter, each Order Document will automatically renew for successive renewal terms of equal length to the initial subscription term, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription term.
2. Termination. Either party may terminate this Agreement on thirty (30) days written notice if there are no Order Documents in effect. In addition, either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement(including a failure to pay fees) within thirty (30) days after written notice(such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate) (email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under, or is subject to, any bankruptcy, receivership or comparable proceeding. For clarity, termination of this Agreement will automatically terminate all Order Documents. Notice for failure to pay may be provided via email.
3. Effect of Termination. Upon any expiration or termination of this Agreement, (i) Customer shall immediately cease any and all use of and access to the Service and (ii) each party will return to the other party (or destroy at the discloser’s request) such other party’s Confidential Information. In the event this Agreement is terminated by Customer for Abstract Security’s uncured breach as authorized in Section 5.2, Abstract Security will promptly refund to Customer all fees paid in advance for the remainder of the term. Except as expressly set forth in the preceding sentence, and except as set forth in Section 6 (Limited Warranty), all fees are non-refundable and non-cancellable.
4. Customer Data. During the thirty (30) days period immediately following expiration or termination of this Agreement, Abstract Security will provide Customer with access to the Customer Data for download (provided that, Abstract Security may retain the deidentified data set forth in Section 2.2).
5. Survival. The following Sections shall survive any expiration or termination of this Agreement: 1.3, 1.4, 2, 4 (with respect to outstanding payment obligations), 5, 6.3, 7, 8 and 12.
WARRANTIES; DISCLAIMER
1. Mutual Warranties. Each party represents and warrants that (i)it has all right, power, and authority to execute this Agreement and perform hereunder, (ii) its activities in connection with this Agreement will not violate any laws or regulations, and (iii) its performance will not conflict with an obligations it has to any third party.
2. Limited Warranty. Abstract Security warrants, for Customer’s benefit only, that the Service will operate in conformity, in all material respects, with the applicable technical documentation provided by Abstract Security or otherwise agreed by the parties in writing. Abstract Security’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty shall be, at no charge to Customer, to provide support in accordance with Abstract Security’s SLA and Support Policy, or if Abstract Security determines such remedies to be impracticable, to allow Customer to terminate the Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Service or as of the date of the warranty claim. The limited warranty set forth in this Section 6.2 shall not apply: (i) unless Customer makes a claim within thirty(30) days of the date on which the condition giving rise to the claim first appeared, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) if the Service is provided on a no-charge or evaluation basis.
3. Disclaimer; Limitation. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.2, THE SERVICE IS PROVIDED “AS IS'' AND ABSTRACT SECURITY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ABSTRACT SECURITY DOES NOT WARRANT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. NEITHER PARTY SHALL BE LIABLE,UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OFTHE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF THE FEES PAID BY CUSTOMER TO ABSTRACT SECURITY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD (“STANDARD CAP”) (OR, IF NO AMOUNTS HAVE BEEN PAID, SUCH AMOUNT SHALL BE US$1,000.00), OR (III) IN THE CASE OF ABSTRACT SECURITY’S LIABILITY, THE COST OR PROCUREMENT OF SUBSTITUTE TECHNOLOGY OR SERVICES. THE LIMITATIONS ABOVE WILL NOT APPLY TO EITHER PARTY’S BREACH OF SECTION 8 OR CUSTOMER’S BREACH OF ANY LICENSE RESTRICTIONS. FOR INDEMNITY OBLIGATIONS, AND ANY INFORMATION SECURITY ISSUES, THE STANDARD CAP WILL BE INCREASED TO TWENTY-FOUR (24) MONTHS. THE TERMS AND CONDITIONS CONTAINED HEREIN (“AGREEMENT”) APPLY TO ALL USE OF THE SERVICES AND SOFTWARE PROVIDED BY ABSTRACT SECURITY, INC. (“ABSTRACT SECURITY”) TO YOU AND THE ORGANIZATION YOU REPRESENT (TOGETHER, “CUSTOMER”). BY ACCESSING OR USING ANY OF ABSTRACT SECURITY’S SERVICES OR SOFTWARE, CUSTOMER AGREES TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT WILL BE DEEMED EFFECTIVE ON THE DATE IT IS AGREED TO BY CUSTOMER (SUCH AS BY EXECUTION OF AN ORDER DOCUMENT – AS DEFINED IN SECTION 1 BELOW) (“EFFECTIVE DATE”). IN THE EVENT THERE IS A SEPARATELY NEGOTIATED AND EXECUTED MASTER AGREEMENT BETWEEN ABSTRACT SECURITY AND CUSTOMER WITH RESPECT TO PROCUREMENT OF THE SERVICES OR SOFTWARE, SUCH AGREEMENT SHALL CONTROL AND THIS AGREEMENT WILL NOT APPLY
INDEMNIFICATION Abstract Security shall indemnify and hold harmless Customer from and against any claim that the Service (as provided by Abstract Security) infringes any patent, copyright, or trademark, provided that Customer provides Abstract Security with: (i) prompt written notice of such claim (but in any event notice insufficient time for Abstract Security to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement(if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of the Service is, or in Abstract Security’s opinion is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Abstract Security may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Service; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement and Abstract Security will promptly refund to Customer all fees paid in advance for the remainder of the term. The foregoing indemnification obligation of Abstract Security shall not apply: (1) if the Service is modified by any party other than Abstract Security, but solely to the extent the alleged infringement is caused by such modification; (2) if the Service is combined with other services or processes not authorized by Abstract Security, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Service; or (4) any action arising as a result of Customer Data or any third-party deliverables or components contained within the Service.
CONFIDENTIAL INFORMATION. Each party agrees that all business and technical information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”)constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. All fees and pricing information will be Abstract Security’s Confidential Information. Except as expressly authorized herein, the Receiving Party will, using reasonable measures, hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; or (ii) is or has become public knowledge through no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will immediately notify the Disclosing Party and use its best efforts to limit the disclosure. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of a bond or similar instrument) in addition to whatever other remedies it might have at law.
LOGO USE Customer agrees that Abstract Security may use Customer's name and logo on Abstract Security’s web site and in Abstract Security promotional materials as part of a general list of customers. Any other marketing or promotion use is subject to Customer’s written approval (email is sufficient).
GENERAL TERMS
1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Neither party may assign this Agreement except upon the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 12.1 will be null and void.
2. Force Majeure. Except for payment obligations, neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, pandemic, riot, natural disaster, failure or diminishment of telecommunications, or refusal of a license by a government agency. If a force majeure event prevents a party’s performance hereunder for more than ten (10)days, the other party may terminate this Agreement on written notice.
3. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which maybe brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Rules of the Judicial Arbitration and Mediation Service (“JAMS”) in accordance with such Rules. To the extent the JAMS streamlined rules are available – they shall apply. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be enforced in any court. To the extent a claim cannot legally be arbitrated (as determined by an arbitrator), the jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in Los Angeles, California and both parties hereby submit to the personal jurisdiction of such courts.
4. Notice. Except as otherwise set forth in this Agreement, any notice or communication required or permitted under this Agreement shall be in writing to the parties at the addresses set forth on an Order Document, or at such other address as may be given in writing by either party to the other in accordance with this Section, and shall be deemed to have been received by the addressee(i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or(iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, any legal notices to Abstract Security must be delivered to the following email address: legal@abstract.security(but, notwithstanding earlier receipt via email, legal notices will be deemed received when the physical notice is received as set forth in preceding sentence).
5. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. It may only be amended or waived in a writing executed by both parties. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. Any additional or different legal terms or conditions contained in any Order Document provided by Customer (such as a link to Customer’s own online terms of service) will not apply – even if the Order Document is accepted, or performed on, by Abstract Security. This Agreement may be executed electronically and in counterparts (such as via DocuSign).