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1.1 In order to ensure transparency and give you more control over your personal data, this privacy policy (“Privacy Policy”) governs how we Loop Security Ltd. and our affiliates (“Loop Security”, “we”, “us”) use, collect and store personal data that we collect or receive from or about you (“you”) in connection with https://loopsecurity.io/ (“Website”) and in connection with the future services we will provide you, (collectively the “Services”).
1.2 We greatly respect your privacy, which is why we make every effort to provide a platform that would live up to the highest user privacy standards. Please read this Privacy Policy carefully, so you can fully understand our practices in relation to personal data. Important note: Nothing in this Privacy Policy is intended to limit in any way your statutory rights, including your rights to a remedy or other means of enforcement.
1.3 This Privacy Policy may be updated from time to time and, therefore, we ask you to check back periodically for the latest version of this Privacy Policy. If we implement material changes in the way we use your information, in a manner that is different from that stated at the time of collection, we will notify you by posting a notice on our Website or by other means and take any additional steps as required by applicable law.
2.1 We Process the Following Personal Data:
2.1.1 Information provided through the Website. When you use the Website, we collect and process full name, email address, company name, job title and any other personal data you provide us with.
2.1.2 Information automatically collected. We may automatically collect certain information through your use of Loop Security's Website, such as cookies, pixels, tracking technologies and similar identifiers (“Technologies”), your Internet protocol (IP) address, and other device identifiers that are automatically assigned to your device, browser type and language, hardware type, operating system, internet service provider and other information about actions taken through the use of the Services and Website.
2.1.3 Information you provide to us in person. For example, when you visit one of our exhibition booths or attend one of our events and you provide us with your contact details. We will use this information to answer your enquiries or provide additional information to you.
2.1.4 Information we collect from online interactions. For example, if you attend a webinar, contact us via social media or otherwise interact with our business, including as a representative of a current or prospective customer, supplier or partner, we track and make a record of those interactions, which may contain your contact details, such as full name, email address, messages and any other information that you decide to provide us with.
2.2 We process information for the following purposes:
2.2.1 To allow you to make use of our Website. We will use your information to allow you to make full use of our Website, including, (i) if you request a demo, we will use your personal data to process and answer your request for a demo; (ii) to answer your questions and to allow you to communicate with us (e.g., by using the Website chat); (iii) to analyze your use of our Website and to improve our Website; and (iv) to customize your experience.
2.2.2 For administrative purposes. Loop Security may use your information (i) to respond to your questions, comments, and other requests for customer support, or information, including information about potential or future services; (ii) for internal quality control purposes; (iii) to establish a business relationship; and (iv) to generally administer the Services.
2.2.3 Security purposes. Some of the abovementioned information will be used for detecting, taking steps to prevent and prosecuting fraud or other illegal activity; to identify and repair errors; to conduct audits; and for security purposes. Information may also be used to comply with applicable laws, with investigations performed by the relevant authorities, law enforcement purposes, and to exercise or defend legal claims.
2.2.4 De-identified and aggregated information use. In certain cases, we may or will anonymize or de-identify your personal data and further use it for internal and external purposes, including, without limitation, to analyze and improve the Services (including through the use of artificial intelligence) and for research purposes. We may use this anonymous or de-identified information or disclose it to third parties without restrictions (for example, in order to improve our services and enhance your experience with them and/or to develop new product features and improve existing offerings).
2.2.5 Cookies and similar technologies. We, as well as third parties that provide content, advertising, or other functionality on our Website and the Services, use technologies to automatically collect information through the Website and Services. We use technologies that are essentially small data files placed on your device that allow us to record certain pieces of information whenever you visit or interact with the Website and Services. If you would like to opt out of the cookies and similar technologies we employ on the Website and Services, you may do so by blocking, deleting, or disabling them as your browser or device permits or by changing your setting and preferences.
2.3 The lawful bases we rely on for processing personal data are (if and when applicable):
2.3.1 The data subject has given consent to the processing of his or her personal data;
2.3.2 Processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract, such as customer’s or your request for more information or to sign up for a trial, which may require the processing of personal data like contact information;
2.3.3 Processing is necessary for compliance with a legal obligation to which we are subject; and/or
2.3.4 Processing is necessary for the purposes of the legitimate interest.
We may share your information as follows:
4.1 The information Loop Security gathers is shared with our partners and other third parties.
4.2 We may also share information with our affiliated companies about you.
4.3 We may use third party service providers to process your information for the purposes outlined above, including, without limitation: (a) With cloud service providers for hosting purposes; (b) With websites and web content creation platforms in order to help us manage our Website; (c) With email providers, marketing, CRM, other similar tool providers; and (d) With analytic companies, in order to help us understand and analyze information we collect in accordance with this policy.
4.4 To the extent necessary, with regulators, courts, banks or competent authorities, to comply with applicable laws, regulations and rules, and requests of law enforcement, regulatory and other governmental agencies, or if required to do so by court order, as well as for internal compliance procedures and to protect the safety, security, and integrity of Loop Security, our Services, customers, employees, property, and the public.
4.5 If, in the future, we sell or transfer, or we consider selling or transferring, some or all of our business, shares or assets to a third party, we may disclose your information to such third party (whether actual or potential) in connection with such events. In the event that we are acquired by, or merged with, a third party entity, or in the event of bankruptcy or a comparable event, we reserve the right to transfer, disclose or assign your information in connection with the foregoing events.
4.6 Where you have otherwise provided your consent to us for sharing or transferring your information.
5.1 The following rights (which may be subject to certain exemptions or derogations) shall apply to certain individuals (some of which only apply to individuals protected by specific laws): (a) You have the right to withdraw consent to the processing, where consent is the basis of processing; (b) You have the right, under certain conditions, to access the personal data that we hold and request further details about how we process it; (c) You have the right to demand rectification of inaccurate personal data about you. We will promptly correct any information found to be incorrect; (d) You have the right to object to unlawful data processing under certain conditions; (e) You have the right to the erasure of past data about you (your “right to be forgotten”) under certain conditions; (f) You have the right, under certain conditions, to demand that we restrict the processing of your personal data if you believe we have exceeded the legitimate basis for processing, the processing is no longer necessary, or if you believe your personal data is inaccurate; (g) You have the right, subject to certain conditions, to data portability of personal data concerning you that you provided us in a structured, commonly used, and machine-readable format; (h) The personal data we collect is not used for automated decision-making and profiling, except for automated processes in the context of marketing. As stated above, you can opt out of direct marketing by Loop Security by contacting Loop Security directly or by following the instructions through the unsubscribe options in our email messages.
5.2 You can exercise your rights by contacting us at support@loopsecurity.io. You may use an authorized agent to submit a request on your behalf if you provide the authorized agent written permission signed by you. To protect your privacy, we may take steps to verify your identity before fulfilling your request. Subject to legal and other permissible considerations, we will make every reasonable effort to honor your request promptly in accordance with applicable law or inform you if we require further information in order to fulfil your request. When processing your request, we may ask you for additional information to confirm or verify your identity and for security purposes, before processing and/or honoring your request. We reserve the right to charge a fee where permitted by law, for instance if your request is manifestly unfounded or excessive. In the event that your request would adversely affect the rights and freedoms of others (for example, would impact the duty of confidentiality we owe to others) or if we are legally entitled to deal with your request in a different way than initial requested, we will address your request to the maximum extent possible, all in accordance with applicable law.
6.1 We store the personal data with the following storing companies: (a) Microsoft Azure – Central US – Used for hosting our infrastructure and securely storing services-related data, including any personal data submitted through the Loop Security site.
6.2 In order to run our business and provide our Website to you, we transfer personal data to certain countries around the world, including to our affiliates and service providers, many of whom are located outside of your jurisdiction. Therefore, your personal data may be processed in countries with privacy laws that are different from privacy laws in your country. whenever we make such transfers, we will use commercially reasonable efforts to implement an appropriate level of protection to your personal data by implementing at least one of the following safeguards: (a) making sure the destination country has been deemed to provide an adequate level of protection for personal data; and/or (b) by executing implement data onward transfer instruments such as data processing and protection agreements.
We do not offer our products or services for use by children and, therefore, we do not knowingly collect information from, and/or about children under the age of 18. If you are under the age of 18, do not provide any information to us without the involvement of a parent or a guardian. In the event that we become aware that you provide information in violation of applicable privacy laws, we reserve the right to delete it. If you believe that we might have any such information, please contact us at privacy@loopsecurity.io.
We enable you to interact with third party websites, mobile software applications and products or services that are not owned, or controlled, by us (each, a “Third Party Service”). We are not responsible for the privacy practices or the content of such Third Party Services. Please be aware that Third Party Services can collect information from you. Accordingly, we encourage you to read the terms and conditions and privacy policies of each Third Party Service.
9.1 Google Analytics. The Website uses a tool called “Google Analytics” to collect information about use of the Website. Google Analytics collects information such as how often users visit this Website, what pages they visit when they do so, and what other websites they used prior to coming to this Website. We use the information we get from Google Analytics to maintain and improve the Website and our products. We do not combine the information collected through the use of Google Analytics with information we collect. Google’s ability to use and share information collected by Google Analytics about your visits to this Website is restricted by the Google Analytics Terms of Service, available at https://marketingplatform.google.com/about/analytics/terms/us/, and the Google Privacy Policy, available at http://www.google.com/policies/privacy/. You may learn more about how Google collects and processes data specifically in connection with Google Analytics at http://www.google.com/policies/privacy/partners/. You may prevent your data from being used by Google Analytics by downloading and installing the Google Analytics Opt-out Browser Add-on, available at https://tools.google.com/dlpage/gaoptout/.
9.2 We reserve the right to remove or add new analytic tools, cookies, pixels and other tracking technologies.
10.1 California Privacy Rights: California Civil Code Section 1798.83 permits our customers who are California residents to request certain information regarding our disclosure of information to third parties for their direct marketing purposes. To make such a request, please send an email to privacy@loopsecurity.io. Please note that we are only required to respond to one request per customer each year.
10.2 Our California Do Not Track Notice. Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers. Please note that we do not respond to or honor DNT signals or similar mechanisms transmitted by web browsers.
If you have any questions, concerns or complaints regarding our compliance with this notice and the data protection laws, or if you wish to exercise your rights, we encourage you to first contact us at privacy@loopsecurity.io.
1.1 This Subscription Agreement, including any of its exhibits, annexes, and appendices (collectively, the “Agreement”), is entered into by and between Loop Security Ltd. or Loop Security Inc. (as specified in the Order Form) (“Company”) and the entity executing the corresponding Order Form (“Customer”) (each, a “Party” and collectively, the “Parties”). By signing or otherwise accepting the Order Form (by clicking “I agree,” “accept,” or other similar button(s)), Customer acknowledges and represents that it has fully read and understood, and agrees to be bound by, the terms of this Agreement (the date of such occurrence being the “Effective Date”). To the extent that Customer agrees to this Agreement by clicking “I agree,” “accept,” or other similar button(s), Customer hereby waives any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. Customer may use the Service (as defined below) subject to the terms below.
1.2 If Customer has purchased the license granted hereunder from a reseller, distributor or other channel partner (such as marketplace) authorized by Company (“Partner”), and any conflict exists between this Agreement and the agreement entered into between Customer and the Partner, including any purchase order thereunder (“Partner Order Form”), then, as between Customer and Company, this Agreement shall prevail. Any rights granted to Customer in such Partner Order Form which are not expressly contained in this Agreement shall apply only as between Customer and such Partner under the Partner Order Form, and not under this Agreement and Company shall have no obligation, liability or warranty with regards to such undertakings.
The following capitalized terms have the meanings set forth below:
2.1 “Affiliate” with respect to any entity, means any other entity controlling, controlled by or under common control with such entity, where “control” means direct or indirect ownership or voting control of fifty percent (50%) or more of the equity or voting securities of the entity in question or having the power, by commitment or otherwise, to elect a majority of the Board of Directors (or similar governing body) of the entity in question.
2.2 “Customer Data” means electronic data and content that originates, resides on, or is otherwise processed through Customer's systems and processed by Company in the provision of the Service to Customer, excluding Analytics Information (defined below).
2.3 “Feature” means any module, tool, functionality, or feature of the Service.
2.4 “Order Form” means a written or electronic order form, to/in which this Agreement is attached or incorporated, and which is agreed by the Parties. The Order Form shall include the commercial terms, including the Subscription Scope, agreed between the Parties.
2.5 “Subscription Scope” means any Service usage and/or limitations set forth in the Order Form or Partner Order Form (if purchased via Partner).
2.6 “Subscription Term” means either the Service subscription period specified in the Order Form or Partner Order Form, as the case may be.
2.7 “Users” means an employee of Customer authorized to access and use the Service on behalf of Customer.
3.1 Usage Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable, and revocable right to either, as the case may be, install, use, and/or remotely access (i.e., on a SaaS basis, installed on Customer’s premises, or both, all as specified in the applicable Order Form) Company’s security solution (the “Service”) during the Subscription Term (defined below) for Customer's internal business purposes (collectively, the “Subscription”). Unless otherwise indicated, the term “Service” also includes any manual or documentation provided or made available to Customer in connection with the operation of the Service (“Documentation”). Customer may use the Service subject to the Subscription Scope, other usage limitations, or restrictions specified in this Agreement, and applicable laws and regulations.
3.2 Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Service and for ensuring their compatibility with the Service.
3.3 Additional Purchases. Purchases of access and/or usage to additional Features and/or additional volume under the Subscription Scope (collectively, “Additional Purchases”) shall be documented by a mutually signed written addendum to the Order Form or by executing a new Order Form, in each case according to the pricing agreed between the Parties. If Customer makes any Additional Purchases during a Subscription Term, the Subscription Fees and the Service term therefor will be prorated to be coterminous with the Subscription Term.
3.4 Account Setup. In order to access the Service, Customer is required to set up an administrative account with Company by submitting the information requested in the applicable Service interface (“Account”), and each User may need to set up a user account (each, a “User Account,” and references herein to the “Account" shall be deemed to include all such User Accounts if applicable). Customer warrants that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities that occur under or in the Account. Customer will require that all Users keep user ID and password information strictly confidential and not share such information with any unauthorized person. Customer shall be fully responsible and liable for any breach of this Agreement by a User. Customer must ensure that each User complies with the terms of this Agreement. Any unauthorized access to or use of the Service must be immediately reported to the Company.
3.5 Hosting. If Customer has purchased the fully on prem based subscription under an applicable Order Form, this Section 3.5 shall not apply with respect to such Order Form. The Service is hosted by a third party hosting services provider selected by Company (”Hosting Provider”), and accordingly the availability of the Service shall be in accordance with the Hosting Provider's then-current uptime commitments.
3.6 Integration. Customer may allow Company to automatically retrieve data from Customer’s or its third-party systems or services for Customer (“Integrations”). Customer hereby represents and warrants that Customer has the permission, authority, and rights for such Integrations and hereby grants Company permission for integrations where Customer links Customer’s or its third-party systems in its user account or through such tools as Company may provide. Company disclaims any liability associated with providing Integrations on Customer’s behalf. When Customer connects its systems, tools, or accounts for Integrations, Customer authorizes Company to: (i) store and use any data and use any materials Company needs to do the integration and provide Customer the Service, (ii) gather any data reasonably necessary for Company to provide the Service to Customer; and (iii) otherwise take any action in connection with such service as is reasonably necessary for Company to provide the Service to Customer. Customer agrees that third-party service providers are entitled to rely on the foregoing authorization Customer has granted. Customer hereby agrees that if its rights and authority to allow Company automatic access to such system(s) lapse, Customer will immediately disable such integrations from within its user accounts.
3.7 POC. The Company may offer a Proof of Concept (POC) period for the Service, as specified in the relevant Order Form (“POC Period”). Customer acknowledges and agrees that this Agreement is applicable and binding during the POC Period. Notwithstanding anything to the contrary in this Agreement, during the POC Period, the Service is provided on an “as is” and “as available” basis, without any warranty whatsoever. Any representations, warranties, service level commitments, or other obligations of the Company (including, without limitation, any indemnification obligations under this Agreement) shall not apply during the POC Period.
4.1 Company shall provide support and maintenance services in accordance with Company's then current Service Level Agreement (the “SLA”). The support and maintenance services may be performed by Company and/or Company's certified third party providers. Company shall be responsible for such service providers' performance of the support and maintenance services. The term "Subscription" shall include the services provided under the SLA. Company’s support obligation shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; (iv) if relevant, Customer’s failure to implement software updates provided by Company specifically to avoid such failure; and (v) the combination of the Service with equipment or software not authorized or provided by Company. Customer acknowledges and agrees that Company may from time to time, during the Subscription Term, develop bug fixes and/or patches (“Updates”), which may remotely and automatically update and maintain the Service components (including if installed on Customer’s premises). In addition, Company may from time to time, during the Subscription Term, develop enhancements, new releases, new Features, new versions of and other changes to the Service (collectively, “Upgrades”), which may remotely and automatically upgrade the Service components (including if installed on Customer’s premises). For clarity, such Updates and/or Upgrades do not include any generally-available (GA) release of the Service (typically including new Features, functionality and/or enhancements) that is subject to the payment of separate fees.
5.1 Subscription Fees. If Customer has purchased the Subscription directly from Company, this Section 5.1 shall apply. Customer shall pay Company the subscription fees and other related fee (if any) specified in the Order Form (the “Fees”).
5.2 General. Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and are to be paid, in U.S. Dollars; (b) all payments under this Agreement are without any right of set-off or cancellation; (c) all Fees are payable, and shall be invoiced, in advance, and shall be paid within thirty (30) days of receipt of invoice; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month and the highest amount permitted by applicable law.
5.3 Suspension. Company reserves the right to temporarily suspend provision of the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach under Section 6 (Subscription Restrictions); (c) if Company reasonably determines suspension is necessary to avoid material harm to Company or its other customers, including if the Service's cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Company’s control, or (d) as required by law or at the request of governmental entities.
5.4 Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company's net income. In the event that Customer is required by any law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction. If a purchase order (or purchase order number) is required by Customer in order for an invoice to be paid, then Customer shall promptly provide such purchase order (or number) to Company.
5.5 If Customer purchased the Subscription via a Partner, the Subscription is subject to the full payment of the applicable fees as set forth in the Partner Order Form between Customer and the respective Partner. All payments shall be made directly to Partner, as agreed between Customer and Partner. If Customer is entitled to a refund under the terms and conditions of this Agreement, then, unless Company specifies otherwise, Company will refund any applicable fees to the Partner, and the Partner alone will be responsible for refunding the appropriate amounts to Customer.
As a condition to the Subscription, and except as expressly permitted otherwise under this Agreement, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part): (a) copy, "frame," or "mirror" the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing, or service bureau environment); (c) publicly perform, display, or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of the Service; (f) remove, alter, or conceal any proprietary rights notices displayed on or in the Service; (g) circumvent, disable, or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as, competes with (or is substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; or (j) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure (collectively, the “Subscription Restrictions”).
To the extent that Customer needs a data processing agreement (“DPA”), Customer shall request Company to provide it with Company's Data Processing Agreement and return it signed to Company as described therein. The DPA, once executed, shall be deemed as an Exhibit to this Agreement.
Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution and performance of this Agreement will not conflict with other agreements to which it is bound or violate applicable law.
9.1 Service. As between the Parties, Company is, and shall be, the sole and exclusive owner of all intellectual property rights in and to: (a) the Service and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this paragraph. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. Nothing herein constitutes a waiver of Company’s intellectual property rights under any law.
9.2 Feedback. If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Service (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and such shall be considered Company's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback.
9.3 Analytic Information. Customer acknowledges and agrees that Company may collect and process information regarding the configuration, performance, security, access to, and use of the Service by Customer for its internal business purposes, including to develop, improve, support, secure, and operate the Service and to fulfill legal obligations. Any anonymous information, derived from the use of the Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use of the Service) which is not personally identifiable information and does not identify Customer (“Analytics Information”) may be used by Company to provide the Service, for compliance with applicable laws, and for development and/or statistical purposes. Analytics Information is Company's exclusive property.
9.4 Customer Data. Customer hereby grants Company and its Affiliates a worldwide, non-exclusive, non-assignable (except as provided herein), non-sublicensable (except to Company's subcontractors, if applicable), non-transferable right and license, to access and use the Customer Data for Company’s provision of the Service and as further specified in this Agreement. The Service does not operate as an archive or file storage service and Customer is solely responsible for backups of Customer Data. As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable laws to allow Company to receive, transfer and use the Customer Data in order to perform the Service and as further specified in this Agreement. Company may use or disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; and/or (b) to collect, store, transfer, and/or process the Customer Data through Company's Affiliates, third party service providers and vendors, as reasonably necessary to provide the Service. Company will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of the Customer Data.
The Service may use or include third-party open source software, files, libraries, or components, or other third-party software (collectively, "Third Party SW"), that may be distributed to Customer and are subject to third-party license terms. A list of any Third Party SW and related licenses will be provided by Company upon request. If there is a conflict between any third-party license and the terms of this Agreement, then the third-party license terms shall prevail, but solely in connection with the related third-party software. Company makes no warranty or indemnity hereunder with respect to any third-party software.
“Confidential Information” means any non public information disclosed by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”) pursuant to this Agreement that is marked as “confidential,” or in some other manner to indicate its confidential nature or which is confidential by its nature. Confidential Information does not include any information which: (i) is or becomes generally known and available to the public through no act of the Recipient; (ii) was already in the Recipient’s possession without a duty of confidentiality owed to the Discloser at the time of the Discloser’s disclosure; (iii) is lawfully obtained by the Recipient from a third party who has the express right to make such disclosure; or (iv) is independently developed by the Recipient without breach of an obligation owed to the Discloser. The Recipient may use the Discloser’s Confidential Information solely to perform its obligations under this Agreement. Except as set forth in the immediately following sentence, the Recipient will not disclose the Discloser’s Confidential Information to any third party except to its employees, consultants, affiliates, agents, and subcontractors having a need to know such information to perform its obligations under this Agreement who have signed a non-disclosure agreement with the Recipient containing terms at least as protective of the Discloser’s Confidential Information as those contained herein. The Recipient may disclose the Discloser’s Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that it notifies the Discloser of such required disclosure to enable Discloser to seek a protective order or otherwise to prevent or restrict such disclosure. All right, title, and interest in and to Confidential Information are and will remain the sole and exclusive property of the Discloser. Notwithstanding anything to the contrary in this Agreement, Company’s obligations with respect to the protection of Customer Data are solely as set forth in Section 9.4 (Customer Data). The Recipient will use no less than commercially reasonable efforts to protect the Discloser’s Confidential Information from unauthorized access, use, or disclosure.
Company represents and warrants that, under normal, authorized use, the Service shall substantially perform in conformance with its Documentation. As Customer's sole and exclusive remedy and Company's sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; or (iv) the combination of the Service with equipment or software not authorized or provided by Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND THE RESULTS THEREOF ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY DOES NOT WARRANT THAT: (i) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OR OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 8 (MUTUAL WARRANTIES) AND THIS SECTION 12, COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY ADDITIONAL WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER.
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, REPUTATION OR GOOD WILL, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. WITHOUT DEROGATING FROM COMPANY'S INDEMNIFICATION OBLIGATION UNDER SECTION 14 AND EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE SUBSCRIPTION RESTRICTIONS BY CUSTOMER): EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO COMPANY BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT (INCLUDING ITS EXHIBITS).
14.1 Company agrees to defend and hold harmless, at its expense, any third party action or suit brought against Customer alleging that the Service, when used as permitted under this Agreement, infringes intellectual property rights of a third party (“IP Infringement Claim”); and Company will pay any damages finally awarded by a court of competent jurisdiction against Customer that are attributable to any such IP Infringement Claim, provided that Customer (i) promptly notifies Company in writing of such claim; and (ii) grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance in connection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters into without Company's prior written consent.
14.2 If the Service becomes, or in Company's opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company's reasonable efforts, then Company may terminate the affected Order Form(s) upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Subscription Fees under such Order Form(s) based on the remaining period of the corresponding Subscription Term(s).
14.3 Notwithstanding the foregoing, Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or specifications; (ii) if relevant, Customer’s failure to implement software updates provided by Company specifically to avoid infringement; or (iii) the combination or use of the Service with equipment, devices or software not supplied by Company or not in accordance with the Documentation.
14.4 This Section 14 states Company’s entire liability, and Customer's exclusive remedy, for any IP Infringement Claim.
15.1 Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect for the duration of the Subscription Term.
15.2 Termination for Breach. Each Party may terminate this Agreement (and the respective Order Form or Partner Order) immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within sixty (60) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).
15.3 Termination for Bankruptcy. Each Party may terminate this Agreement (and the respective Order Form) upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving, or ceasing normal business operations.
15.4 Effect of Termination; Survival. Upon termination of this Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Service thereunder and shall, if applicable, remove the applicable Service from all hard drives, networks and other storage media and destroy all copies of the applicable Service in Customer’s possession or under Customer’s control, and to the extent requested by Company, provide a certification to that effect within ten (10) business days, and (c) Customer shall (as directed) permanently erase and/or return all Confidential Information of Company in Customer's possession or control. If purchased directly from Company, following termination, all outstanding Fees and other charges that accrued as of termination, shall become immediately due and payable, and if necessary Company shall issue a final invoice therefor. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including limitation of liability) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.
16.1 Entire Agreement. This Agreement, and any exhibits attached or referred hereto, represents the entire agreement between the Parties concerning the subject matter hereof, replaces all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. Any terms and conditions (whether printed, linked to, or otherwise), within any Customer's purchase order or related correspondence that purport to modify or supplement the terms and conditions of this Agreement (or the corresponding Order Form), shall be void and of no effect.
16.2 No Waiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach shall not be deemed a waiver by that Party as to subsequent enforcement or actions in the event of future breaches. Any waiver granted hereunder must be in writing.
16.3 Severity. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it enforceable.
16.4 Government Use. Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement.
16.5 No Third Parties. Except as stated otherwise herein, this Agreement is for the sole benefit of the Parties hereto, and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person.
16.6 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party in connection with a merger, consolidation, sale of all of the equity interests of such Party, or a sale of all or substantially all of the assets of the Party to which this Agreement relates. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns.
16.7 Governing Law; Jurisdiction. In case Loop Security Ltd. is a party to this Agreement the following shall apply: This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without regard to principles of conflicts of law. All disputes arising out of or in connection with the present contract shall be submitted to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Yafo, and each Party hereby waives any jurisdictional, venue, or inconvenient forum objections to such courts. In case Loop Security Inc. is a party to this Agreement the following shall apply: This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. All disputes arising out of or in connection with this Agreement shall be finally and exclusively settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be New York, New York. The language of the arbitration shall be English. Notwithstanding the foregoing, each Party may also seek interim relief in any court of competent jurisdiction in order to protect its proprietary rights. The law governing this arbitration agreement shall be the governing law set forth above. Each Party irrevocably waives its right to trial of any issue by jury.
16.8 Amendments. No modifications to this Agreement can be made except in writing, signed by the Customer and Company.
16.9 No Agency. This Agreement does not, and shall not be construed to, create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Neither Party has any authority to enter into agreements of any kind on behalf of the other Party.
16.10 Force Majeure. Company will not be liable for any delay or failure to provide the Service resulting from circumstances or causes beyond the reasonable control of Company, including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riot, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company.
16.11 Notices. Notices to either Party shall be deemed given (a) four (4) business days after being mailed by airmail, postage prepaid, (b) the same business day, if dispatched by facsimile or electronic mail before 13:00 hour (local time for the receiving Party) and sender receives acknowledgment of receipt, or (c) the next business day, if dispatched by facsimile or electronic mail after the hour 13:00 (local time for the receiving Party) and sender receives acknowledgment of receipt.