Terms of Service

SECURITYMINDED IS WILLING TO GRANT ACCESS TO THE SERVICES TO YOU AS THE COMPANY OR LEGAL ENTITY THAT WILL BE UTILIZING THE SERVICES (REFERENCED BELOW AS "CUSTOMER") ON THE CONDITION THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. SECURITYMINDED MAY ALSO BE REFERRED TO AS "VENDOR." CUSTOMER AND SECURITYMINDED MAY EACH ALSO BE REFERRED TO AS A "PARTY" AND TOGETHER, THE "PARTIES".

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. THIS TERMS OF SERVICE (“AGREEMENT”) CONSTITUTES A LEGAL AND ENFORCEABLE CONTRACT BETWEEN CUSTOMER AND SECURITYMINDED. BY INDICATING CONSENT ELECTRONICALLY, OR ACCESSING OR OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, DO NOT INDICATE CONSENT ELECTRONICALLY AND MAKE NO FURTHER USE OF THE SERVICES.

"SERVICES" means the products, consultation, and services that are delivered to CLIENT by VENDOR.

"AUTHORIZED USERS" means each CUSTOMER employee designated by CUSTOMER to access SERVICES.

"AGREEMENT" means these Terms of Service, together with the Privacy Policy and any purchase or use of SERVICES.

"DOCUMENTATION" means the user guides, online help, release notes, training materials and other documentation provided or made available by VENDOR to CUSTOMER regarding the use or operation of the SERVICES.

ACCESS AND USE

Subject to payment of all applicable fees set forth in the AGREEMENT and the terms and conditions of this AGREEMENT, VENDOR grants CUSTOMER, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit AUTHORIZED USERS to access and use) the SERVICES and applicable DOCUMENTATION solely for CUSTOMER's and its Affiliates’ internal business purposes in accordance with the DOCUMENTATION and in the quantity specified in AGREEMENT, or written agreement. CUSTOMER will operate the SERVICES in accordance with the DOCUMENTATION and be responsible for the acts and omissions of its AUTHORIZED USERS.

RESTRICTIONS ON USE

CUSTOMER may not (a) copy or reproduce the DOCUMENTATION except as permitted under this Agreement, (b) exceed the licensed quantities or other entitlement measures of the SERVICES, (c) remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the SERVICES or DOCUMENTATION, (d) assign, rent, lease, or otherwise transfer the rights granted to CUSTOMER under this Agreement to any third party except as expressly set forth herein, (f) create or prepare derivative works based upon the DOCUMENTATION, or (g) use the SERVICES for any competitive purpose.

FREE OR TRIAL SERVICES

If CUSTOMER is using a free version of the SERVICES, "Free Services", VENDOR makes such Free Services available to CUSTOMER until the earlier of (i) the start date of any purchased version of such SERVICES or (ii) written notice of termination from VENDOR. VENDOR grants CUSTOMER, during the Free Services, a non-exclusive, non-transferable right to access and use the Free Services in accordance with the Documentation and subject to restrictions set forth in this AGREEMENT. Any data CUSTOMER enters into the Free Services and any configurations made to the Free Services by or for CUSTOMER during the term of such Free Services may be permanently lost unless CUSTOMER (a) has purchased a subscription to the same SERVICES as covered by the Free Services or (b) exports such data or configurations before the end of such free period. There is no guarantee that features or functions of the Free Services will be available, or if available will be the same, in the general release version of the SERVICES, and CUSTOMER should review the SERVICES features and functions before making a purchase. VENDOR will be under no obligation to provide CUSTOMER any maintenance or support services with respect to the Free Services. Notwithstanding anything to the contrary, VENDOR provides the Free Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, VENDOR disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. CUSTOMER assumes all risks and all costs associated with its use of the Free Services. CUSTOMER’s sole and exclusive remedy in case of any dissatisfaction or VENDOR’s breach of the AGREEMENT with respect to such Free Services is termination of the Free Services. Any obligations on behalf of VENDOR to indemnify, defend, or hold harmless under this Agreement are not applicable to CUSTOMERs using Free Services.

CUSTOMER retains right to terminate Free Services. Request for data deletion verification must occur in writing. Following this request, VENDOR has 30 days to confirm deletion all CUSTOMER data and accounts and notify CUSTOMER, in writing, of completion of deletion.

LOGIN ACCESS

CUSTOMER is solely responsible for ensuring: (i) that only appropriate AUTHORIZED USERS have access to the SERVICES, (ii) that such AUTHORIZED USERS have been trained in proper use of the SERVICES, and (iii) proper usage of passwords, tokens and access procedures with respect to logging into the SERVICES. VENDOR reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this AGREEMENT, in which case VENDOR will promptly inform CUSTOMER in writing of such refusal or cancellation. In addition to the rights set forth in this VENDOR suspend CUSTOMER's access and use of the SERVICES if there is an unusual and material spike or increase in CUSTOMER use of the SERVICES and VENDOR reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the SERVICES. VENDOR will provide notice prior to such suspension if permitted by applicable law or unless VENDOR reasonably believes that providing such notice poses a risk to the security or stability of the SERVICES. VENDOR will promptly reinstate CUSTOMER access and use once the issue has been resolved.

INTEGRATIONS

CUSTOMER may request VENDOR to retrieve CUSTOMER content or otherwise provide its Services through the use of integrations with third party vendors (each an “Integration Vendors”). For any Integration Vendor that CUSTOMER configures, CUSTOMER must first review and agree to any and all terms relating to that integration in the VENDOR portal. By clicking connect and/or otherwise permitting VENDOR to set up the integration, CUSTOMER has agreed to those additional terms and those are hereby incorporated into this Agreement.

PROPRIETARY RIGHTS

Except for the rights granted in this AGREEMENT, all rights, title, and interest in and to the SERVICES, Documentation, and VENDOR Intellectual Property are hereby reserved by VENDOR, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to CUSTOMER Intellectual Property are hereby reserved by CUSTOMER, its Affiliates or licensors. Nothing in this AGREEMENT shall (a) transfer ownership of any Intellectual Property rights from one PARTY to the other, or (b) provide either PARTY a right to use the other PARTY’s trade names, logos, or trademarks.

CUSTOMER shall own all right, title and interest in and to CUSTOMER data that VENDOR brings into SERVICES through MDM and Identity Management systems.

CONFIDENTIALITY

The PARTIES acknowledge that each may disclose certain valuable confidential and proprietary information to the other PARTY. The receiving PARTY may only use the disclosing PARTY’s Confidential Information to fulfill the purposes of this AGREEMENT. The receiving PARTY will protect the disclosing PARTY’s Confidential Information by using at least the same degree of care as the receiving PARTY uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving PARTY may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis and provided that such PARTY is bound by obligations of confidentiality substantially similar to those contained herein.

Neither PARTY shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement or relationship between the PARTIES without the prior written consent of the other PARTY except as expressly permitted in this section. CUSTOMER grants VENDOR and its Affiliates during the term of the Agreement the right to use CUSTOMER's trade names, logos, and symbols (“CUSTOMER Marks”) in its public promotional materials and communications for the sole purpose of identifying CUSTOMER as a VENDOR's CUSTOMER. VENDOR shall not modify the CUSTOMER Marks, or display the CUSTOMER Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other VENDOR CUSTOMERs. The foregoing promotional materials and communications may be created, displayed, and reproduced without CUSTOMER’s review, provided that they are in compliance with this section and any CUSTOMER Marks usage guidelines provided by CUSTOMER to VENDOR in writing.

DISCLOSURE OF INFORMATION

You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

For the purposes of fraud prevention and law enforcement;

• To comply with any legal, governmental or regulatory requirement;
• To our lawyers in connection with any legal proceedings; and
• To comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request.

FORCE MAJEURE

Neither PARTY should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third PARTY service provider failures or service interruptions, embargo, labor disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The PARTY so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

PAYMENTS; TAXES

CUSTOMER shall pay to VENDOR fees as set forth in an AGREEMENT in accordance with the terms therein. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments, and CUSTOMER agrees to bear and be responsible for the payment of all such charges, excluding taxes based upon VENDOR's net income. Except where otherwise expressly provided, all monetary amounts applicable to the Terms are stated and shall be paid in U.S. Dollars (USD). To the extent that Fees are billed and paid through a third party credit card processor, such third party’s terms and conditions shall apply.

INDEMNIFICATION

Upon a request by VENDOR, CLIENT agree to defend, indemnify, and hold VENDOR and our Affiliates harmless from all liabilities, claims, and expenses, including attorneys fees, that arise from CLIENT use or misuse of this site or SERVICES. VENDOR reserve the right, at VENDOR's own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by CLIENT, in which event CLIENT will cooperate with VENDOR in asserting any available defense.

LIMITATION OF LIABILITY

Except for CUSTOMER's payment obligations herein, in no event will either PARTY’s maximum aggregate liability arising out of or related to this AGREEMENT, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed three times the total amount paid or payable to VENDOR under this AGREEMENT during the twelve (12) month period preceding the date of initial claim.

Neither Party will have any liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any indirect, special, incidental, consequential or punitive damages arising out of, or in connection with this Agreement, however caused, whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, and whether or not the Party has been advised of the possibility of such damages.

This Agreement is not intended to and will not be construed as excluding or limiting any liability which cannot be limited or excluded by applicable law, including liability for (a) death or bodily injury caused by a Party’s negligence; or (b) gross negligence, willful misconduct, or fraud.

LIMITED WARRANTY AND DISCLAIMERS

VENDOR shall use reasonable efforts consistent with prevailing industry standards to maintain the SERVICES in a manner which minimizes errors and interruptions in the SERVICES and shall perform the Implementation SERVICES in a professional and workmanlike manner. SERVICES may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by VENDOR or by third-party providers, or because of other causes beyond VENDOR's reasonable control, but VENDOR shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, VENDOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN AGREEMENT, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TERMINATION

CUSTOMER retains the right to terminate SERVICES. If the date of termination is prior to the end of the AGREEMENT, CUSTOMER still owes the full purchase amount agreed to in AGREEMENT.

VENDOR retains right to terminate SERVICES. If the date of the termination is prior to the end of AGREEMENT and CLIENT has paid VENDOR, VENDOR owes CLIENT the fractional amount of the purchase amount agreed to in AGREEMENT based on the days of remaining time in AGREEMENT.

ENTIRE AGREEMENT, EXECUTION, AND MODIFICATION

This Agreement supersedes all prior agreements and representations between the Parties regarding the subject matter of this Agreement. If VENDOR makes a material change to any of the foregoing, VENDOR will inform CUSTOMER by email to the email address(es) noted on the Order (or subsequently designated by CUSTOMER in writing as a contact for notifications from VENDOR), or through a banner or other prominent notice within the SERVICES, or through the VENDOR support platform. If CUSTOMER does not agree to the change, CUSTOMER must notify VENDOR by email to support@securityminded.io or privacy@securityminded.io within thirty (30) days after VENDOR’s notice. If CUSTOMER so notifies VENDOR, then CUSTOMER will remain governed by the most recent terms of service applicable to CUSTOMER until the end of the then-current month of the Subscription Term and the updated terms shall apply upon the commencement of the subsequent Subscription Term.