Terms AND CONDITIONS

  1. 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.
  2.  CUSTOMER DATA
    1. Generally.  “Customer Data” means all (i) dataprovided by Customer or its systems or providers to Abstract Security, (ii) alldata collected by the Service from Customer’s environment, and (iii) anyreports and other data output generated for Customer via its use of theService. As between the parties, Customer shall retain all right, title andinterest in the Customer Data. Abstract Security will implement and maintain anindustry-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 authorizationto provide the Customer Data, and (ii) Customer’s provision, use andmaintenance of Customer Data complies with all laws, regulations andthird-party rights.
    2. Cyber ThreatData. 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, orother potentially malicious or harmful code or files, URLs, DNS data, ornetwork telemetry) received from the Service in an aggregated and deidentifiedform to internally improve its products and services (such as trainingalgorithms).
  3. OWNERSHIP
    1. Ownership. Customer will own the copyright to all Customer Data. Customeracknowledges that no intellectual property rights are assigned or transferredto Customer hereunder. Customer is obtaining only a limited right to use theService.
  4. FEES& PAYMENT
    1. Fees and Payment.  Except as otherwise expressly set out in anOrder Document, all fees are as set forth in the applicable Order Document andare payable in advance. Fees must be paid within thirty (30) days of Customer’sreceipt of Abstract Security’s invoice. \Abstract Security may adjust the feescharged to Customer hereunder on written notice delivered to Customer at leastsixty (60) days prior to the end of the then-current term (and such fees willtake effect beginning on the next term). If no such notice is provided, feesfor 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 theinvoice – or it is deemed final. Abstract Security’s fees are exclusive of alltaxes and other governmental assessments. Customer is responsible for all ofthe foregoing - other than taxes based on the income of Abstract Security.
    2. Late Payments.  In the event of late payments, Customeragrees 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). Inaddition, Customer will reimburse Abstract Security for all costs of collection(including attorneys’ fees).  IfCustomer's account is thirty (30) days or more overdue, in addition to any ofits other rights or remedies, Abstract Security reserves the right to suspendCustomer’s access to the Service, on five (5) days email notice, withoutliability to Customer until such amounts are paid in full (but for clarity, thesuspension will not occur if the delinquent amounts are paid within such five(5) day period).  
  5.  TERM AND TERMINATION
    1. Term. This Agreement will begin on the Effective Date and terminate as setforth below. Either party may terminate this Agreement on ten (10) days writtennotice if there are no Order Documents in effect. Unless otherwise terminatedas set forth below, each Order Document will begin on its effective date andhave the initial subscription term set forth thereon. Thereafter, each OrderDocument will automatically renew for successive renewal terms of equal lengthto the initial subscription term, unless either party provides the other partywith written notice of non-renewal at least thirty (30) days prior to theexpiration of the then-current subscription term.
    2. Termination.  Either party may terminatethis Agreement on thirty (30) days written notice if there are no OrderDocuments in effect. In addition, either party may terminate this Agreement ifthe 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 andstate the intent to terminate) (email notice is sufficient in the case ofnon-payment); (b) ceases operation without a successor; or (c) seeks protectionunder, or is subject to, any bankruptcy, receivership or comparable proceeding.For clarity, termination of this Agreement will automatically terminate allOrder Documents. Notice for failure to pay may be provided via email.
    3. Effect of Termination.  Upon any expiration or termination of thisAgreement, (i) Customer shall immediately cease any and all use of and accessto the Service and (ii) each party will return to the other party (or destroyat the discloser’s request) such other party’s Confidential Information. In theevent this Agreement is terminated by Customer for Abstract Security’s uncuredbreach as authorized in Section 5.2, Abstract Security will promptly refund toCustomer all fees paid in advance for the remainder of the term. Except asexpressly set forth in the preceding sentence, and except as set forth inSection 6 (Limited Warranty), all fees are non-refundable andnon-cancellable.  
    4. Customer Data. During thethirty (30) days period immediately following expiration or termination of thisAgreement, Abstract Security will provide Customer with access to the CustomerData for download (provided that, Abstract Security may retain the deidentifieddata set forth in Section 2.2).
    5. Survival.  The following Sections shall survive anyexpiration or termination of this Agreement: 1.3, 1.4, 2, 4 (with respect tooutstanding payment obligations), 5, 6.3, 7, 8 and 12.  
  6. WARRANTIES; DISCLAIMER
    1. MutualWarranties. Each party represents and warrants that (i)it has all right, power, and authority to execute this Agreement and performhereunder, (ii) its activities in connection with this Agreement will notviolate any laws or regulations, and (iii) its performance will not conflictwith an obligations it has to any third party.
    2. LimitedWarranty.  AbstractSecurity warrants, for Customer’s benefit only, that the Service will operatein conformity, in all material respects, with the applicable technical documentationprovided by Abstract Security or otherwise agreed by the parties in writing.  Abstract Security’s sole liability (andCustomer’s sole and exclusive remedy) for any breach of this warranty shall be,at no charge to Customer, to provide support in accordance with AbstractSecurity’s SLA and Support Policy, or if Abstract Security determines suchremedies to be impracticable, to allow Customer to terminate the SubscriptionTerm and receive as its sole remedy a refund of any fees Customer has pre-paidfor use of the Service or as of the date of the warranty claim.  The limited warranty set forth in thisSection 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 firstappeared, (ii) if the error was caused by misuse, unauthorized modifications orthird-party hardware, software or services, or (iii) if the Service is providedon 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 ABSTRACTSECURITY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY ANDFITNESS FOR A PARTICULAR PURPOSE. ABSTRACT SECURITY DOES NOT WARRANT THESERVICE WILL BE UNINTERRUPTED OR ERROR FREE. NEITHER PARTY SHALL BE LIABLE,UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTEROF THIS AGREEMENT FOR ANY (I) INDIRECT, SPECIAL, INCIDENTAL, RELIANCE ORCONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OFTHE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, (II) AMOUNTS IN THE AGGREGATE INEXCESS OF THE FEES PAID BY CUSTOMER TO ABSTRACT SECURITY DURING THE IMMEDIATELYPRECEDING TWELVE (12) MONTH PERIOD (“STANDARD CAP”) (OR, IF NO AMOUNTS HAVEBEEN PAID, SUCH AMOUNT SHALL BE US$1,000.00), OR (III) IN THE CASE OF ABSTRACTSECURITY’S LIABILITY, THE COST OR PROCUREMENT OF SUBSTITUTE TECHNOLOGY ORSERVICES. THE LIMITATIONS ABOVE WILL NOT APPLY TO EITHER PARTY’S BREACH OFSECTION 8 OR CUSTOMER’S BREACH OF ANY LICENSE RESTRICTIONS. FOR INDEMNITYOBLIGATIONS, AND ANY INFORMATION SECURITY ISSUES, THE STANDARD CAP WILL BEINCREASED 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
  7. INDEMNIFICATION AbstractSecurity shall indemnify and hold harmless Customer from and against any claimthat the Service (as provided by Abstract Security) infringes any patent,copyright, or trademark, provided that Customer provides Abstract Securitywith: (i) prompt written notice of such claim (but in any event notice insufficient time for Abstract Security to respond without prejudice); (ii) theexclusive right to control and direct the investigation, defense, or settlement(if applicable) of such claim; and (iii) all reasonable necessary cooperationof Customer.  If Customer’s use of theService is, or in Abstract Security’s opinion is likely to be, enjoined due tothe type of infringement specified above, or if required by settlement, AbstractSecurity may, in its sole discretion: (a) substitute substantially functionallysimilar products or services; (b) procure for Customer the right to continueusing the Service;or if (a) and (b) are commercially impracticable, (c) terminate the Agreementand Abstract Security will promptly refund to Customer all fees paid in advancefor the remainder of the term. The foregoing indemnification obligation of AbstractSecurity shall not apply: (1) if the Service is modified by any party otherthan Abstract Security, but solely to the extent the alleged infringement iscaused by such modification; (2) if the Service is combined with other servicesor processes not authorized by Abstract Security, but solely to the extent thealleged infringement is caused by such combination; (3) to any unauthorized useof the Service; or (4) any action arising as a result of Customer Data or anythird-party deliverables or components contained within the Service.  
  8. CONFIDENTIAL INFORMATION. Each party agrees that all business and technical information itobtains (“Receiving Party”) from thedisclosing party (“Disclosing Party”)constitute the confidential property of the Disclosing Party (“Confidential Information”), providedthat it is identified as confidential at the time of disclosure or should bereasonably known by the Receiving Party to be Confidential Information due tothe nature of the information disclosed and the circumstances surrounding thedisclosure.  All fees and pricing informationwill be Abstract Security’s Confidential Information. Except as expresslyauthorized herein, the Receiving Party will, using reasonable measures, hold inconfidence and not use or disclose any Confidential Information.  The Receiving Party’s nondisclosureobligation shall not apply to information which the Receiving Party candocument: (i) was rightfully in its possession or known to it prior to receiptof the Confidential Information; or (ii) is or has become public knowledgethrough no fault of the Receiving Party. If required to be disclosed by law, the Receiving Party will immediatelynotify the Disclosing Party and use its best efforts to limit the disclosure.The Receiving Party acknowledges that disclosure of Confidential Informationwould cause substantial harm for which damages alone would not be a sufficientremedy, and therefore that upon any such disclosure by the Receiving Party theDisclosing Party shall be entitled to appropriate equitable relief (without theposting of a bond or similar instrument) in addition to whatever other remediesit might have at law.
  9. 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).
  10. GENERAL TERMS
    1. Assignment. This Agreement will bind and inure to the benefit of each party’spermitted successors and assignees. Neither party may assign this Agreement except upon the advance writtenconsent of the other party, except that either party may assign this Agreementin connection with a merger, reorganization, acquisition or other transfer ofall or substantially all of such party’s assets or voting securities.  Any attempt to transfer or assign thisAgreement except as expressly authorized under this Section 12.1 will be nulland void.
    2. Force Majeure.  Except for paymentobligations, neither party shall be liable to the other for any delay orfailure to perform any obligation under this Agreement (except for a failure topay fees) if the delay or failure is due to events which are beyond thereasonable control of such party, such as a strike, blockade, war, act ofterrorism, pandemic, riot, natural disaster, failure or diminishment oftelecommunications, or refusal of a license by a government agency. If a forcemajeure event prevents a party’s performance hereunder for more than ten (10)days, the other party may terminate this Agreement on written notice.
    3.  GoverningLaw; Jurisdiction and Venue. ThisAgreement shall be governed by the laws of the State of California and theUnited States without regard to conflicts of laws provisions thereof, andwithout regard to the United Nations Convention on the International Sale ofGoods.  Except for claims for injunctiveor equitable relief or claims regarding intellectual property rights (which maybe brought in any competent court), any dispute arising under this Agreementshall be finally settled in accordance with the Rules of the JudicialArbitration and Mediation Service (“JAMS”)in accordance with such Rules.  To theextent the JAMS streamlined rules are available – they shall apply. Thearbitration shall take place in Los Angeles, California, in the Englishlanguage and the arbitral decision may be enforced in any court. To the extenta claim cannot legally be arbitrated (as determined by an arbitrator), thejurisdiction and venue for actions related to the subject matter hereof shallbe the state and United States federal courts located in Los Angeles,California and both parties hereby submit to the personal jurisdiction of suchcourts.
    4. Notice. Except as otherwise set forth in this Agreement, any notice orcommunication required or permitted under this Agreement shall be in writing tothe parties at the addresses set forth on an Order Document, or at such otheraddress as may be given in writing by either party to the other in accordancewith this Section, and shall be deemed to have been received by the addressee(i) if given by hand, immediately upon receipt; (ii) if given byovernight courier service, the first business day following dispatch or(iii) if given by registered or certified mail, postage prepaid and returnreceipt requested, the second business day after such notice is deposited inthe mail.  In addition, any legal noticesto Abstract Security must be delivered to the following email address: legal@abstract.security(but, notwithstanding earlier receipt via email, legal notices will be deemedreceived when the physical notice is received as set forth in precedingsentence).
    5. EntireAgreement.  ThisAgreement is the complete and exclusive statement of the mutual understandingof the parties and supersedes and cancels all previous written and oralagreements 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 anyprovision of this Agreement shall be adjudged by any court of competentjurisdiction to be unenforceable or invalid, that provision shall be limited tothe minimum extent necessary so that this Agreement shall otherwise remain ineffect. Any additional or different legal terms or conditions contained in anyOrder Document provided by Customer (such as a link to Customer’s own onlineterms of service) will not apply – even if the Order Document is accepted, orperformed on, by Abstract Security. This Agreement may be executedelectronically and in counterparts (such as via DocuSign).