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Terms of Service

Effective September 16, 2016

PLEASE READ THESE TERMS OF SERVICE (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT GOVERNS THE USE AND/OR PURCHASE OF ANY CLOUDLOCK SERVICES, WHETHER ACCESS TO THE SERVICES IS PROVIDED UNDER AN ORDER (AS DEFINED BELOW) OR FOR FREE, SUCH AS IN CONNECTION WITH A PROOF OF CONCEPT, TRIAL OR BETA PROGRAM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY TO THIS AGREEMENT. THE TERM “CUSTOMER” MEANS YOU IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN INDIVIDUAL OR MEANS THE APPLICABLE ENTITY ON WHOSE BEHALF YOU ARE ACTING. THIS AGREEMENT IS AN AGREEMENT BETWEEN CUSTOMER AND CLOUDLOCK LLC, A DELAWARE LIMITED LIABILITY COMPANY WITH OFFICES AT 203 CRESCENT STREET, WALTHAM MA 02453 (“CLOUDLOCK”) RELATING TO THE CLOUDLOCK SERVICES.

BY (I) CUSTOMER ACCEPTING THIS AGREEMENT ELECTRONICALLY, (II) CUSTOMER ENTERING INTO AN ORDER REFERENCING THIS AGREEMENT, OR (III) CUSTOMER USING THE SERVICES, CUSTOMER AND CLOUDLOCK MUTUALLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF. “ORDER” MEANS ANY ORDER FOR SERVICES ENTERED INTO BETWEEN CUSTOMER AND CLOUDLOCK OR BETWEEN CUSTOMER AND A CLOUDLOCK AUTHORIZED CHANNEL PARTNER OR RESELLER (“RESELLER”). IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, CUSTOMER IS NOT PERMITTED TO USE THE SERVICES. IF YOUR ORGANIZATION HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH CLOUDLOCK SPECIFICALLY RELATING TO THE SERVICES, THEN THE TERMS OF THAT AGREEMENT SUPERSEDE ANY CONFLICTING TERMS IN THIS AGREEMENT.

1. DEFINITIONS.  Affiliate” means any entity controlled by, controlling, or under common control with a party to this Agreement during the period such control exists, where “control” means the power to direct the operation, policies and management of an entity through the ownership of more than fifty percent (50%) of the voting stock of such entity. “CloudLock Use Policy” means CloudLock’s policy providing for the acceptable use of the Services located at http://www.cloudlock.com/usage/. “CloudLock Privacy Policy” means CloudLock’s privacy policy located at https://www.cloudlock.com/privacy-policy/. “Documentation” means the CloudLock Use Policy, the CloudLock Service Level Agreement referenced in Section 4, user guidelines and other user documentation related to the use or operation of the Services, each as made available by CloudLock electronically via the Services or otherwise in writing. “Pre-Existing Intellectual Property” means any technical information, content, techniques, ideas, methods, processes, software, interfaces, utilities, data, documents, designs, user interfaces, know-how, patents, copyrights, trade secrets, trademarks, moral rights, intellectual property, information or materials of any kind (regardless of form) which has been or is acquired, created, developed or licensed by a party prior to or outside the scope of this Agreement and any improvement, modification or other derivative works thereof and all intellectual property rights therein. “Services” means the CloudLock services described in the Order (including any updates thereto provided by CloudLock in its sole discretion), or CloudLock services made accessible to Customer if there is no Order; any software and/or systems owned or controlled by CloudLock used to provide the Services; and the Documentation; and expressly excludes any third party service provider services or customer provided software or data.

2. SERVICES.

2.1 Services License.   Subject to the terms and conditions of this Agreement and subject to the payment of any applicable fees, CloudLock grants Customer, during the subscription term specified in an Order, a non-exclusive, non-transferable right to (i) access and use the Services for Customer’s internal business purposes in accordance with the Documentation, (ii) download and use any downloadable software components that may be made available by CloudLock in connection with the purchased Services solely in connection with the authorized use of the Services, and (iii) access and use any application programming interfaces (“API’s”) included with the Services for the intended use(s) as described in the applicable Documentation. In connection with such use, Customer shall have the right to allow its employees and contractors (“Authorized Personnel”) to use the Services on Customer’s behalf. CloudLock owns all right, title and interest in its Services and in the CloudLock Pre-existing Intellectual Property. Nothing in this Agreement shall be construed to grant Customer any rights in CloudLock’s Services beyond those expressly provided for herein.

2.2   Restrictions. Customer shall not (directly or indirectly) (i) remove any notice of proprietary rights from the Services, (ii) reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Services (except to the limited extent applicable laws specifically prohibit such restriction), attempt to recreate the Services or use the Services for any competitive purpose, (iii) copy, modify, translate or otherwise create derivative works of any part of the Services, provided that downloadable software made accessible by CloudLock in connection with the Services may be copied solely as reasonably required to utilize such software in connection with the Services, or (iv) sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available any of the Services to or for the benefit of any third party. Customer’s authorized use of the Services is subject to (a) the purchased quantities and features set forth in the applicable Order, (b) the CloudLock Use Policy and the CloudLock Privacy Policy, and (c) any usage guidelines and acceptable use policies applicable to Customer’s usage of the Service and/or any cloud computing services delivered by a third party services provider (such as Google, Amazon, Salesforce, etc.) (“Cloud Provider”).

2.3   Customer Access to the Services.  Customer is solely responsible for ensuring that only appropriate Authorized Personnel of Customer have access to the Services, that such Authorized Personnel have been trained in proper use of the Services, and for ensuring proper usage of passwords, tokens and access procedures. CloudLock reserves the right to refuse registration of, or to cancel, login IDs that violate the terms and conditions set forth in this Agreement. Customer agrees to notify CloudLock immediately upon learning of any unauthorized use of Customer’s account or any other breach of security relating to Customer’s use of the Services.

2.4 Free or Beta Versions of the Services.  If Customer is using a free trial or proof of concept version of the Services or a beta version of the Services, CloudLock makes such Services available to Customer until the earlier of (a) the end of the free trial or proof of concept period or beta testing period as communicated by CloudLock, (b) the start date of any purchased version of such Services, or (c) written notice of termination from CloudLock. Customer is authorized to use a trial or proof of concept version of the Service only for evaluation and not for any commercial or productive purposes. Any data Customer enters into the Services and any customizations made to the Services by or for Customer during the free trial or proof of concept or during the beta testing period will be permanently lost unless Customer (a) has purchased a subscription to the same Services as covered by the free trial or proof of concept or beta version or (b) exports such data before the end of such free period. There is no guarantee that features or functions of the Service available in a beta version of the Service will be available, or if available will be the same, in the general release version of the Service and Customer should review the Service features and functions before making a purchase.

2.5   Hosting. Customer acknowledges that CloudLock’s Services operate on one or more third party cloud computing platforms and that CloudLock shall have the right to change or add to the cloud computing platforms on which its Services operate. CloudLock shall ensure that any such third party cloud platform provider(s) are covered by an annual SSAE16 SOC2 Type 2 (or higher standard) audit. 

3. CUSTOMER DATA.

3.1 Grant of Rights. .Customer owns all right, title and interest in all data and/or content created or provided by Customer, and in all data derived therefrom (“Customer Data”), including Customer’s content on a Cloud Provider’s application and Customer Meta-Data, but excluding Non-Identifiable Aggregated Data as described below. Nothing in this Agreement shall be construed to grant CloudLock any rights in Customer Data beyond those expressly provided herein. Notwithstanding any other restrictions on use of data in this or any other agreement, Customer hereby grants CloudLock (i) a limited, non-exclusive right to perform automated content scans of Customer Data stored with Customer’s Cloud Provider(s) for the purpose of providing the Services to Customer, (ii) a limited, non-exclusive right to view, modify, collect, create, store, and use Customer Meta-Data for the purpose of providing the Services to Customer, and (iii) the right to use Customer Data (including Customer Meta-Data) to create Non-Identifiable Aggregated Data and use such Non-Identifiable Aggregated Data as provided below.

3.2 Customer Data. As between CloudLock and Customer, (i) Customer retains control of the Customer Data at all times (except for Customer Meta-Data as described below) and is responsible for backing up the Customer Data, (ii) Customer is responsible for the content, quality and accuracy of Customer Data, for securing any necessary approvals and license rights for CloudLock’s use of the Customer Data as provided for herein, and for ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations, and (iii) Customer is responsible for ensuring it has the appropriate agreement in place with the applicable third party system vendor(s) to protect Customer Data in the event that Customer elects to leverage a CloudLock supplied integration to any such third party system.

3.3 Customer Meta-Data. “Customer Meta-Data” includes information about a Customer’s and its users’ use of the applicable Cloud Provider applications and/or information generated or created from use of the CloudLock Services, including by way of example: policies created by a Customer for use with the Services, security alerts and incidents raised by the Services, information about the Customer’s user accounts within the applicable Cloud Provider applications (such as user names and e-mail addresses), information about customer content in Cloud Provider’s applications (such as file names, sizes and modification dates), and related activity information (such as audit and event log information detailing what user accessed what information and when). CloudLock will not store any Customer Data, except to the extent that it constitutes Customer Meta-Data.

3.4 Non-Identifiable Aggregated Data. “Non-Identifiable Aggregated Data” means anonymized, generic statistical information derived from Customer Data (including Customer Meta-Data) and aggregated with anonymized, generic statistical information from other customers. Customer agrees that CloudLock shall own all right, title and interest in any such Non-Identifiable Aggregated Data and may use such Non-Identifiable Aggregated Data for CloudLock’s business purposes in any manner in its sole discretion, including without limitation for analyzing trends and customer needs and for improving its services.

4. SUPPORT; UPDATES AND MAINTENANCE. CloudLock shall make available to Customers who have paid fees for the Service, support, updates, and maintenance in accordance with the then-current CloudLock Service Level Agreement located at http://www.cloudlock.com/cloudlock-sla

5. FEES. Fees for the Service are due annually in advance net thirty (30) days from date of invoice unless the Order specifies otherwise. Fees do not include sales, use, value added or other excise tax. Customer is responsible for payment of all such taxes based on fees paid or payable hereunder (but not taxes based on CloudLock’s or a Reseller’s gross revenues or net income) together with any interest on such taxes if not due to CloudLock’s or the Reseller’s delay. Delinquent payments may be assessed interest at the rate of one-and-one-half percent per month (or the highest rate permissible by law if less) from the payment due date until paid in full. If Customer’s use of the Services is outside of the intended purposes (as described in the Documentation) or exceeds the quantities listed in the Order or the applicable Service specific usage limits set forth in the CloudLock Use Policy, then CloudLock reserves the right to require Customer to either comply with such limits or pay an additional mutually agreed fee, not to exceed CloudLock’s list price for such additional usage.

6. TERM AND RENEWAL.  

6.1  Term and Termination of Agreement. This Agreement shall remain in effect unless or until terminated in accordance with the terms hereof. Either party may terminate this Agreement, upon thirty (30) days prior written notice, for any reason, in the event that there is no Order then in effect.

6.2   Term of Order.  Each Order shall remain in effect for the term stated in the Order or, in the case of a trial unless otherwise stated in a trial Order, for so long as CloudLock determines, unless sooner terminated in accordance with the terms of this Agreement or the Order

6.3   Renewal of Order.  Customer or if applicable, the Reseller, shall receive an invoice for the applicable fees at least forty five (45) days prior to each then current expiration date of the subscription term of an Order, and the term of the Order shall be automatically renewed at the invoiced price for a successive one (1) year period, unless Customer or Reseller, on the one hand, or CloudLock on the other hand, provides written notice of non-renewal to the other at least thirty (30) days prior to the end of the then current subscription term.

6.4   Termination or Suspension of an Order. Either party may terminate an Order upon written notice to the other party if the other party materially breaches this Agreement or the Order and fails to cure such breach within thirty (30) days after receiving written notice of such breach. CloudLock may terminate an Order and/or suspend the Services upon written notice to Customer if CloudLock has not received payment for such Services and if such failure is not cured within thirty (30) days after CloudLock provides written notice of such failure.

6.5   Effect of Termination. Upon termination of an Order (i) Customer will have no further right to access or use the Services; (ii)  CloudLock will immediately cease accessing any Customer Data; (iii) each party will use commercially reasonable efforts to return any tangible Confidential Information and destroy any electronic Confidential Information of the other party within its possession or control; and (iv) in the event that Customer terminates due to CloudLock’s uncured material breach, CloudLock will provide a pro-rata refund of any unused pre-paid fees paid to CloudLock for the period following termination as calculated on a monthly basis. Customer acknowledges that, prior to termination, Customer is responsible for exporting any Customer Meta-Data to which Customer desires continued access after termination. The provisions of Sections 3, 5, 6.5, 7, 8, 9, 10, 11, 13, 14 and 15 shall survive termination.

7. CONFIDENTIALITY. Each party may have access to information that is confidential or proprietary to the other party and/or its Affiliates. For purposes of this Agreement, “Confidential Information” means the confidential information of a party and/or its Affiliates which is made available in connection with this Agreement, whether disclosed in written, oral, electronic, visual or other form, which is identified as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including without limitation information regarding a party’s business, operations, finances, technologies, current and future products and services, pricing, personnel, customer and suppliers and (i) with regard to Customer, the Customer Data and Customer Pre-existing Intellectual Property, and (ii) with regard to CloudLock, the Services and CloudLock Pre-existing Intellectual Property. The receiving party will use the disclosing party’s Confidential Information solely as necessary in connection with the performance of this Agreement. The receiving party shall maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, and shall restrict disclosure of the disclosing party’s Confidential Information to its employees, consultants, contractors, agents and representatives who have a need to know such information and are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein; provided, that a party may disclose the disclosing party’s Confidential Information if required by law and provided the receiving party provides prompt notice of such requirement and disclosure to the other party to the extent allowed by law. Confidential Information excludes information to the extent such information (i) is or becomes part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and was not obtained directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The obligations of the receiving party concerning confidentiality shall terminate five (5) years following receipt of the Confidential Information.

8. WARRANTIES AND DISCLAIMERS.

8.1 Limited Services Warranty. CloudLock warrants that the Services will perform in substantial conformity with the Documentation. Customer shall be required to report any breach of warranty to CloudLock within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. CloudLock’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of this warranty will be for CloudLock, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if CloudLock fails to correct the breach within such cure period, Customer may terminate the affected Order and, in such event, CloudLock shall provide Customer with a pro-rata refund of any unused pre-paid fees paid to CloudLock for the period following termination as calculated on a monthly basis. Notwithstanding the foregoing, with regard to Service outages covered by the CloudLock Service Level Agreement referenced in Section 4, CloudLock’s sole and exclusive liability, and Customer’s sole and exclusive remedy, are as set forth in such Service Level Agreement.

8.2 Compliance with Laws.  Each party shall comply with all applicable, laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.

8.3  Disclaimer. THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES GIVEN BY CLOUDLOCK WITH RESPECT TO THE SERVICES OR THIS AGREEMENT. CLOUDLOCK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, FREE OF DEFECT OR ERROR, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. CLOUDLOCK DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE SERVICES. CLOUDLOCK DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD PARTY SYSTEM OR SERVICE TO WHICH CLOUDLOCK INTEGRATES OR TO ANY ONGOING INTEGRATION SUPPORT, AND INTEGRATIONS ARE PROVIDED ON AN “AS IS” BASIS. NOTWITHSTANDING THE EXPRESS WARRANTY SET FORTH ABOVE, CLOUDLOCK MAKES NO WARRANTY WHATSOEVER TO CUSTOMERS USING A FREE, TRIAL OR BETA VERSION OF THE SERVICES (“NONPAYING CUSTOMERS”) OR USING ANY COMPONENT OF THE SERVICE THAT IS IDENTIFIED BY CLOUDLOCK AS A SAMPLE OR ANY SAMPLE REFERENCED IN THE DOCUMENTATION, AND PROVIDES SUCH SERVICES TO NONPAYING CUSTOMERS AND ALL SAMPLES “AS IS” AND “AS AVAILABLE.” CUSTOMER UNDERSTANDS THAT API’S SUPPLIED WITH THE SERVICE ARE SUBJECT TO CHANGE AND ASSUMES THE ASSOCIATED RISKS OF USING API’S FOR DEVELOPMENT PURPOSES. CUSTOMER AGREES THAT ANY ORDERS HEREUNDER ARE FOR THE THEN-CURRENT AVAILABLE SERVICES AS OF THE DATE OF SUCH ORDER AND ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY CLOUDLOCK REGARDING FUTURE FUNCTIONALITY OR FEATURES.

9. INDEMNIFICATION.

9.1  Services Indemnity.  CloudLock shall defend, at its expense, any claim, action or proceeding (“Claim”) brought by a third party against Customer and/or its Affiliates and their officers, directors and employees (the “Customer Indemnified Parties”) arising from an alleged infringement or violation by the Services of a third party’s patent, copyright or trade secret, and shall indemnify and hold the Customer Indemnified Parties harmless against all damages and costs finally awarded against the Customer Indemnified Parties in connection with such Claim; provided that CloudLock shall not be responsible for any Claim to the extent arising from (i) use of the Services in violation of the terms of this Agreement, or (ii) use of the Services in combination with software, hardware, systems or data provided or controlled by Customer or a third party to the extent the Claim would not have arisen but for such combination. If the Services become, or in CloudLock’s opinion are likely to become, the subject of a valid claim of infringement or the like under any patent, copyright or trade secret law, CloudLock shall have the right, at its option and expense, either to (i) obtain for Customer a license permitting the continued use of the Services, (ii) replace or modify the Services so that they become non-infringing, or (iii) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis. The indemnification obligations of CloudLock in this Section are not applicable to Nonpaying Customers.

9.2  Customer Data and Use Indemnity. . Customer shall defend, at its expense, any Claim brought by a third party against CloudLock and/or its Affiliates or their officers, directors and employees (the “CloudLock Indemnified Parties”) arising from an alleged infringement or violation by the Customer Data of a third party patent, copyright or trade secret, or CloudLock’s use of the Customer Data in accordance with the terms of this Agreement; and Customer shall indemnify and hold the CloudLock Indemnified Parties harmless against all damages and costs awarded against the CloudLock Indemnified Parties in connection with such Claim

9.3   The indemnifying party shall have sole control over the defense and settlement of any claim for which it has provided indemnity; provided that the indemnified party shall have the right to provide for its separate defense at its own expense. The indemnified party shall give prompt notice of any claim for which indemnity is sought and shall cooperate in defending against such claim at the indemnifying party’s expense. The rights and remedies set forth in this Section 9 state a party’s sole and exclusive liability and the other party’s sole and exclusive rights and remedies with regard to any third party claim for infringement or violation of a third party’s intellectual property.

10. Limitations of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FURNISHED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT ANY DAMAGES, LIABILITY, LOSSES, COSTS OR EXPENSES INCURRED BY A PARTY WHICH ARE PAYABLE TO A THIRD PARTY AS PART OF AN INDEMNIFICATION OBLIGATION HEREUNDER SHALL NOT BE SUBJECT TO THE FOREGOING EXCLUSION OF LIABILITY. EXCEPT FOR A PARTY’S IDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY HEREUNDER EXCEED THE TOTAL OF THE FEES PAID AND PAYABLE BY CUSTOMER TO CLOUDLOCK FOR THE THEN CURRENT SUBSCRIPTION YEAR OF THE ORDER TO WHICH THE CLAIM RELATES. THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE.

11. U.S. GOVERNMENT RESTRICTED RIGHTS; EXPORT RESTRICTIONS. If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that (a) the Services (including any software forming a part thereof) were developed entirely at private expense, (b) the Services (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to CloudLock, (c) the Services (including any software forming a part thereof) are not in the public domain, and (d) the software forming a part of the Services is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR Section 252.227-7014 or FAR Part 12.212. Customer agrees not to store or process any data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit access to or use of the Services in any U.S. embargoed country or in violation of any U.S. export laws or regulations.

12. PUBLICITY.  Subject to the limitations set forth herein, either party may use the other party’s name and/or logo (the “Marks”) on its website, customer or vendor list (as applicable) or other marketing materials to refer to the relationship between the parties pursuant to this Agreement. All such use shall be in accordance with the usage policies and guidelines of the party owning the Marks and provided in writing to the other party. If the owner of the Marks objects to any such use or wishes to revoke its permission to use its Marks hereunder, the other party shall cease any such use promptly after receiving notification. Neither party’s use of the other party’s Marks implies or confers any endorsement by either party. Except as expressly set forth above, neither party shall use any of the Marks or other trademarks of the other party in any public manner without the party’s prior written consent

13. SERVICE SUGGESTIONS.  If Customer provides CloudLock with ideas or suggestions for improvements or changes to the Service (“Suggestions”), Customer hereby assigns to CloudLock ownership of such Suggestions and CloudLock will have sole discretion as to whether and how to implement such Suggestions into the Service.

14. MODIFICATIONS.  CloudLock may make changes from time to time to these Terms of Service, the CloudLock Use Policy and/or the CloudLock Privacy Policy. If CloudLock makes a material change to any of the foregoing, CloudLock will inform Customer by e-mail to the e-mail address(es) noted on the Order (or subsequently designated by Customer in writing as a contact for notifications from CloudLock), through a banner or other prominent notice within the Service, and/or through CloudLock Support. If Customer does not agree to the change, Customer must so notify CloudLock by e-mail to info@CloudLock.com within thirty (30) days after CloudLock’s notice. If Customer so notifies CloudLock, then Customer will remain governed by the most recent terms of service, CloudLock Use Policy or CloudLock Privacy Policy applicable to Customer until the end of the then-current year of the Services term and the updated terms shall not apply until commencement of the subsequent year of the Services term. In such case, Customer’s sole remedy shall be to terminate the Service effective as of the end of the then-current Services year by providing CloudLock written notice thereof at least ten (10) days prior to the commencement of such subsequent year.

15. GENERAL PROVISIONS.

15.1  Notices.  Notices shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to the recipient by reputable overnight courier service (charges prepaid and signature required), or (iii) upon successful transmission of an email containing such notice if sent between 9 a.m. and 5 p.m., local time of the recipient, on any Business Day, and as of 9 a.m. local time of the recipient on the next Business Day if sent at any other time, or (iv) three Business Days after deposit in the mail. “Business Day” as used in this Section 15.1 shall mean any day other than Saturday, Sunday or a day on which banking institutions are not required to be open in the Commonwealth of Massachusetts. Notices to CloudLock shall be made to CloudLock, Attn: Legal Department, 203 Crescent Street, Suite 105, Waltham, MA 02453. Notices to Customer shall be made to the applicable billing contact (if billing related) designated by you, or to the primary business contact designated by Customer.

15.2  Entire Agreement.  This Agreement, including all Orders and any exhibits or attachments referenced herein, represent the entire agreement between Customer and CloudLock with respect to the subject matter hereof, and supersedes all prior proposals, representations and agreements, whether written or oral, with respect thereto. This Agreement shall govern with respect to all Orders and forms of purchases, whether submitted through electronic transmissions or otherwise, unless otherwise agreed by both parties in writing. Unless the Order expressly amends this Agreement, the terms and conditions of this Agreement shall take precedence over any conflicting terms in the Order. Any waiver, amendment, or modification of any right or remedy, in whole or in part under this Agreement, or any additional or different terms in any purchase orders, acknowledgments or other documents other than the Order, will not be effective unless expressly agreed to by both parties in writing or electronic form. If Customer issues a purchase order in connection with an Order, such purchase order shall be solely for Customer’s internal administrative purposes and to facilitate payment. In no event shall the terms of such purchase order modify or become part of these Terms of Service or become binding on CloudLock even if CloudLock signs an acknowledgment copy of such purchase order.

15.3  Assignment and Subcontractors.  Except as expressly provided for herein, this Agreement may not be assigned by either party without the prior written consent of the other party, including by reason of a change of control or by operation of law. Notwithstanding the foregoing, CloudLock shall have the right to assign this Agreement and any right or obligation under it to Cisco Systems, Inc. or any Cisco Affiliate without Customer’s consent. CloudLock may use subcontractors in connection with the performance of the Services provided that it shall be responsible for the acts and omissions of its subcontractors to the same extent as it would be responsible hereunder for its own acts and omissions. The terms of this Agreement shall be binding upon the permitted successors and assigns of each party.

15.4  Governing Law. The terms of this Agreement shall be construed in accordance with the substantive laws of Massachusetts without regard to its principles of conflict of law or the U.N. Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement regardless of when and howsoever adopted, enacted and further amended under the governing state laws.

15.5   Force Majeure.  Neither party shall be liable for any breach of this Agreement to the extent that such breach arises from factors outside its reasonable control. Customer’s subscription to the Services is predicated on Customer’s use of cloud computing services provided by a third party cloud service provider, and CloudLock will not be responsible for the acts or omissions of Customer’s cloud service provider.

15.6   Severability.  It is intended that this Agreement shall not violate any applicable law and the unenforceability or invalidity of any provision (other than the provisions obligating Customer to make payments to CloudLock or the applicable Reseller) shall not affect the force and validity of the remaining provisions and such provisions determined to be invalid shall be deemed severed from this Agreement and, to the extent possible, be replaced with terms which as closely as possible approximate the interest and economic intent of such invalid provisions.

 

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