Terms of Service

1. Definitions

The definitions for some of the defined terms used in these Terms are set forth below. The definitions for other defined terms are set forth elsewhere in these Terms.

1.1 “Agreement” means these Terms, together with any Order entered into by Customer, including all applicable Supplemental Terms.

1.2 “Authorized User” means any current employee, independent contractor or consultant of Customer who is authorized by Customer to access and use the Services pursuant to the terms and conditions of this Agreement; provided, however, that any independent contractor’s access to and use of the Services shall be limited to the scope of its relationship with and provision of services to Customer.

1.3 “Documentation” means any technical materials made available by Provider to Customer, whether in hard copy or electronic form, describing the use and operation of the Services, as may be updated from time to time.

1.4 “Fees” mean the fees payable by Customer to Provider for the Services, as set forth on an applicable Order or as listed on Provider’s pricing page located at https://oblique.security/pricing/ at the time of purchase.

1.5 “Order” means online order or registration for a paid or unpaid subscription, including any such subscription or plan that Customer signs up for through a click-through process, which may include seat caps or other limitations.

1.6 “Performance Data” means aggregated and deidentified technical, statistical, and performance data related to Customer’s and their Authorized Users’ use of the Services or the performance of the Services.

1.7 “Services” means Provider’s identity management tools and related services made available to Customer, as further described on Provider’s website or as set forth in the applicable Order.

1.8 “Subscription” means access to certain features and functionality of the Services on a time-limited basis.

1.9 “Subscription Term” means the initial subscription term set forth in an Order together with any renewals thereof in accordance with Section 4.1 (Term).

2. Service

2.1 Access and Use of Service. Subject to Customer’s ongoing compliance with this Agreement (including timely payment of all applicable Fees), Provider grants Customer a non-exclusive, non-transferable right, during the Subscription Term (as defined below) to access and use the Services specified in the applicable Order in accordance with any limitations set forth therein solely for Customer’s internal business purpose and solely in accordance with the published Documentation.

2.2 Accounts. As part of the registration process, Customer may be required to create one or more accounts (“Accounts”) and provide certain information as prompted in the account registration process. For clarity, if an organization claims administrative control over, or verifies ownership of, an email domain associated with an Account, such organization shall be deemed to be the “Customer” with respect to such Account(s). Customer represents and warrants that: (i) all required Account registration information submitted is truthful and accurate; (ii) Customer will maintain the accuracy of such information; and (iii) no more than one Authorized User will have access to an Account. Customer is fully responsible for all activities that occur under Customer’s and its Authorized Users’ Accounts.

2.3 Authorized Users. Customer will only permit the Services to be accessed by Customer’s Authorized Users, subject to any limitations specified in the applicable Order, provided that Customer shall remain liable for all acts and omissions of such Authorized Users. If there is unauthorized access or use of the Services by anyone who obtained access directly or indirectly through Customer or its Authorized Users, Customer will also take all steps reasonably necessary to terminate the unauthorized access or use and cooperate and assist with any actions taken by Provider to remediate any issues resulting from, or related to, such unauthorized access or use. Provider will not be liable for any loss or damage arising from any unauthorized use of Authorized Users’ accounts or Customer’s failure to comply with the above requirements.

2.4 Restrictions. The Services are made available to Customer solely for its own internal business purpose and use. To the maximum extent permitted by applicable law, Customer shall not, directly or indirectly, and shall not authorize any person to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, structure, ideas, algorithms, or other hidden or non-public elements of; (ii) translate, adapt, or modify; (iii) use in any manner for the purpose of developing, distributing or making accessible products or services that compete with; (iv) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in any rights in; (v) make available on a service bureau basis, or otherwise access or use for the benefit of a third party; (vi) allow unauthorized persons to have access to; (vii) transmit unlawful, infringing, malicious, or harmful data, content or code to or from; (viii) copy or replicate; (ix) interfere with, disrupt, or create an undue burden on (or violate the regulations, policies or procedures of) any servers or networks connected to; (x) attempt to gain unauthorized access to; (xi) alter or remove any trademarks or proprietary notices contained in or on; (xii) engage in framing, mirroring, or otherwise simulating the appearance or function of; (xiii) use the Services to send unlawful, deceptive, or unsolicited communications; (xiv) impersonate or misrepresent Customer’s identity, or pretend to be any other person or entity, when accessing or using the Services; or (xv) otherwise use except as expressly permitted hereunder, in each case of (i) – (xv), in whole or in part, the Services (and all other technology constituting or used to provide the Services), and Documentation (collectively, “Provider Technology”). Without limiting the foregoing, Customer may use the Services only in compliance with this Agreement, any Order, Documentation and applicable law, and shall not send or store in the Services any “protected health information” (as defined in 45 C.F.R. § 160.103), credit card data, personal financial data, or other sensitive data that may be, without limitation, subject to the Health Insurance Portability and Accountability Act, Gramm-Leach-Bliley Act, or the Payment Card Industry Data Security Standards.

2.5 Third-Party Products and Integrations. The Services are intended to operate in connection with certain third-party products and services that are not licensed directly to Customer by Provider (“Third-Party Integrations”). Without limiting the foregoing, if Customer and/or any of its Authorized Users provides Provider with access to any application programming interfaces (“APIs”), API keys, OAuth grants, access tokens, service accounts, or other credentials for the purpose of connecting or integrating the Services with such Third-Party Integrations, then Customer represents and warrants that it has obtained all necessary consents, permissions, approvals, and/or licenses to access and use, and permit Provider to access and use, the Third-Party Integrations for the purpose of providing the Services to Customer and its Authorized Users, including, without limitation, the right and authority for Provider to take actions on Customer’s behalf within such Third-Party Integrations as reasonably necessary to provide the Services. Customer’s use of any Third-Party Integrations shall be governed solely by the terms and conditions applicable to such Third-Party Integrations, as agreed to between Customer and the third party. Provider does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Integrations, including without limitation, the privacy practices, data security processes or other policies related to Third-Party Integrations. Customer assumes all risks associated with use of any Third-Party Integrations and for any issues caused by Customer’s use of any third-party hardware, software, or services not provided by Provider. Customer agrees to waive any claim against Provider with respect to any Third-Party Integrations.

2.6 Free Trial or Unpaid Access. If Provider has made the Services (or any features or functionality thereof) available to Customer on a “trial” basis under a free or unpaid subscription tier (including any plan that provides access to the Services at no charge up to a specified number of Authorized Users or with limited features or functionality), then unless expressly indicated on the applicable Order: (i) Provider will be free to terminate or suspend Customer’s access thereto for any reason at any time and without liability of any kind; (ii) Provider may remove or modify features or functionality of such Service for any reason at any time and without liability of any kind; and (iii) with respect to any free plan, Provider may impose, modify, or reduce usage limits, seat caps, or available features at any time in its sole discretion. For the avoidance of doubt, all terms and conditions of this Agreement shall apply to Customer’s use of the Services under any free plan, beta, trial, or pre-release access.

2.7 Supplemental Terms. Customer agrees to comply with, and require its Authorized Users to comply with any other supplemental terms that may be made available from time to time on the Services (the “Supplemental Terms”).

2.8 AI Functionality. Customer acknowledges that the Services leverage artificial intelligence (“AI”) technology. Due to the nature of AI technology, the results that the Services generate (“Results”) may be unpredictable, and may include inaccurate responses. Before using any Results, Customer is solely responsible for reviewing the Results for accuracy, safety, and compliance with applicable laws and Customer’s applicable policies. Customer assumes all responsibility for the Results. All Results will be deemed to be “Customer Content”; provided, however, that nothing in this Agreement will be deemed to restrict Provider or the Services from providing the same or similar Results to any other customer or user. Customer will remain responsible for ensuring that the Services and the Results of the Services are used by Customer in a manner that complies with applicable laws.

3. Fees; Payment

3.1 Fees; Payment. Customer agrees to pay the Fees as set forth on the applicable Order or Provider’s pricing page. By providing payment information, Customer authorizes Provider (or its payment processor) to charge the payment method on file for all applicable Fees, including at each renewal Subscription Term, without additional notice or consent. All undisputed amounts payable to Provider under this Agreement shall be paid in United States dollars, and, for amounts not charged automatically to a payment method on file, shall be due thirty (30) days from the date of invoice. All Fees are non-cancelable and non-refundable.

3.2 Automatic Renewal. Unless otherwise stated in an Order, all Subscriptions will automatically renew until terminated in accordance with this Agreement. Provider reserves the right to change the Subscription pricing at any time with at least thirty (30) days’ notice to Customer, and any such changes shall be effective upon the next renewal of Customer’s Subscription. If Customer does not agree with such changes, Customer may elect not to renew its Subscription as set forth in Section 4.1 (Term). If Customer elects to purchase a Subscription, then by subscribing, Customer authorizes Provider to charge its payment method on file at the beginning of each subsequent Subscription period. Upon renewal of its Subscription, if Provider does not receive payment from Customer’s payment method on file, Customer (i) shall pay all amounts due on its account upon demand and/or (ii) agrees that Provider may either terminate or suspend its Subscription or downgrade Customer and its Authorized Users to an unpaid Subscription tier and continue to attempt to charge its payment method until payment is received (upon receipt of payment, its paid Subscription will be re-activated and for purposes of automatic renewal, its new Subscription commitment period will begin as of the day payment was received).

3.3 Pricing Changes.

3.4 Taxes. All amounts payable under this Agreement are exclusive of sales and use taxes, value added taxes, and all other taxes and duties (except for any taxes on Provider’s income, which shall be borne by Provider), the costs of which shall be invoiced by Provider and paid by Customer in accordance with Section 3.1 (Fees; Payment). Customer will make all payments of amounts due to Provider free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of amounts due to Provider will be Customer’s sole responsibility, and Customer will provide Provider with official receipts issued by the appropriate taxing authority, or such other evidence as Provider may reasonably request, to establish that such taxes have been paid.

3.5 Late Payments. In the event Customer fails to timely or completely pay any Fees due to Provider pursuant to this Agreement (except for amounts disputed by Customer in good faith within thirty (30) days of the applicable invoice date), interest at the rate of one and one half percent (1.5%) per month will accrue on all past due amounts until such amounts, including accrued interest, are paid in full. Customer shall promptly reimburse Provider for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees actually incurred by Provider, to the extent necessitated by a refusal by Customer to pay Provider any undisputed amounts as and when due.

3.6 No Refunds. THERE ARE NO REFUNDS FOR ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH THE SERVICES AND PROVIDER IS NOT OBLIGATED TO PROVIDE ANY CREDITS OR REFUNDS FOR PARTIALLY USED SUBSCRIPTIONS.

4. Term and Termination

4.1 Term. Unless otherwise stated in the applicable Order, each subscription to the Services shall continue for the initial Subscription Term specified in the applicable Order and will automatically renew for successive terms of equal length (unless otherwise specified in the Order), unless Provider provides written notice of non-renewal prior to the end of the then-current Subscription Term or Customer closes its Account or terminates its Subscriptions. If Customer does not wish its Account to renew automatically, or if Customer wants to change or terminate its Subscription, Customer must either contact Provider at support@oblique.security, or log in and go to Manage then to the Billing page, and select “Manage”.

4.2 Termination.

4.3 Effect of Termination. Upon expiration or earlier termination of this Agreement, Customer’s Order(s) shall automatically terminate, and Customer shall immediately discontinue use of the Services and, without limiting Customer’s obligations under Section 7 (Confidentiality), each party shall cease using and delete, destroy, or return all copies of the Confidential Information (as defined below) and certify in writing to the other party that the Confidential Information has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 1 (Definitions), Section 2.4 (Restrictions), Section 2.5 (Third-Party Products and Integrations), Section 3 (Fees; Payment), Section 4.3 (Effect of Termination), Section 5.2 (Ownership), Section 5.3 (Feedback), Section 5.4 (Performance Data), Section 7 (Confidentiality), Section 8 (Indemnification), Section 9 (Warranties; Disclaimer; Limitation of Liability), and Section 10 (General Provisions).

4.4 Suspension. Provider reserves the right to suspend, terminate, or downgrade any or all of the Services, in its sole discretion, if any amount under an Order is due but unpaid until such time that all amounts due under any Subscription and/or Order are paid in full. Additionally, Provider reserves the right to suspend Customer and/or its Authorized Users’ access to the Services or any portion thereof at any time: (i) in the event that Provider suspects that Customer and/or any of its Authorized Users is using the Services in violation of this Agreement or in a manner that infringes any third party’s intellectual property rights, or (ii) if Provider otherwise believes such action is reasonable to comply with any applicable law, regulation, or court order.

5. License; Ownership

5.1 License from Customer. As between Provider and Customer, Customer owns all information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, but excluding, however, Performance Data (“Customer Data”). Customer grants to Provider a worldwide, sub-licensable (to Provider’s subcontractors and service providers), limited-term license to host, copy, transmit, and display Customer Data, as reasonably necessary to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, Provider acquires no right, title, or interest in any Customer Data. Customer shall be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data. Although Provider has no obligation to monitor Customer’s use of the Service, Provider may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of this Agreement, applicable laws, or any acceptable use policies identified in the Services or any Documentation thereto.

5.2 Ownership. Except for the limited rights granted in this Agreement, Provider hereby retains all right, title and interest, including all intellectual property rights, in and to the Provider Technology. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED BY PROVIDER.

5.3 Feedback. Customer hereby grants to Provider a non-exclusive, worldwide, irrevocable, perpetual, sublicensable, royalty-free right and license to use and exploit without restriction all feedback and suggestions provided by Customer and its Authorized Users (collectively, “Feedback”), including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, suggested modifications, and user-desired features, regarding the Provider Technology or any portion thereof.

5.4 Performance Data. Provider reserves the right to generate, collect, and process Performance Data, and Customer hereby grants Provider a royalty-free, fully paid-up, transferable, sublicensable, irrevocable right and license to: (i) access, copy, store, and use data and information about settings, rules, procedures and configurations provided or utilized by Customer and its Authorized Users on the Services (“Configuration Data”), (ii) use the Configuration Data and other Performance Data (a) to troubleshoot the Services, and for other diagnostic, security, and corrective purposes, and (b) that has been aggregated and deidentified, in publications and other marketing materials relating to the Services and in the Services. As between the parties, Provider owns all Performance Data.

6. Privacy and Security

By using the Services, Customer acknowledges and agrees that Customer has reviewed and agrees to Provider’s Privacy Policy, available at https://oblique.security/privacy-policy/ (the “Privacy Policy”), which explains how Provider collects, uses, and shares personal data. During the Term, the parties will comply with the terms of Provider’s Data Processing Addendum available at https://oblique.security/dpa/ (the “DPA”), the terms of which are hereby incorporated by reference.

7. Confidentiality

7.1 Definition of Confidential Information. During the Term, each party and/or its affiliates (the “Disclosing Party”) may provide the other party and/or its affiliates (the “Receiving Party”) with certain non-public information regarding the Disclosing Party’s business, technology, products, or services that is marked or designated by the Disclosing Party as “confidential” or “proprietary” at the time of disclosure or that would reasonably be understood to be confidential given the nature of the information disclosed or the circumstances of disclosure (collectively, “Confidential Information”). Without limiting the generality of the foregoing, Confidential Information will include: (i) with respect to Provider, the Provider Technology, and any and all Documentation, designs, techniques, models, research, development, ideas, processes, procedures, updates, or modifications relating thereto, and any other non-public information or material regarding Provider’s legal or business affairs, financing, customers, properties, pricing, technology, or data; (ii) with respect to Customer, the non-public Customer Data and any other non-public information or material regarding Customer’s legal or business affairs, financing, customers, or data; and (iii) with respect to each party, the terms and conditions of this Agreement. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party (as evidenced by contemporaneous documentation); or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

7.2 Use and Maintenance of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information of similar nature and import (but in no event less than a reasonable degree of care). The Receiving Party will, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party’s performance of its obligations and exercise of its rights under this Agreement; (ii) subject to the terms of this Section 7 (Confidentiality), restrict disclosure of such Confidential Information within the Receiving Party’s organization to only those employees and contractors of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement and who are bound by obligations of confidentiality comparable to those set forth herein; (iii) not use such Confidential Information for Receiving Party’s, or a third party’s, own benefit; and (iv) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so; provided, however, that the parties may disclose the terms of this Agreement if such disclosure is in connection with any audit, financing transaction, or due diligence inquiry provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section by any employee or contractor of the Receiving Party.

7.3 Required Disclosure. Notwithstanding anything herein to the contrary, Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for Receiving Party to enforce its rights under this Agreement or is required by applicable law or by the order of a court or similar judicial or administrative body of competent jurisdiction, provided that Receiving Party promptly notifies Disclosing Party in writing of such required disclosure (to the extent permitted by law), cooperates with Disclosing Party if Disclosing Party seeks an appropriate protective order, and limits disclosure to solely that Confidential Information reasonably required to be disclosed.

7.4 Irreparable Injury. Each party acknowledges that the other party may be irreparably harmed by any breach of this Section, and agrees that such other party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non-breaching party would otherwise have under or with regard to this Agreement.

8. Indemnification

8.1 Provider Indemnification.

8.2 Customer Indemnification. Customer shall indemnify, defend and hold harmless Provider from and against any Losses resulting from any Claim that (i) the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, (ii) is based on Customer’s negligence or willful misconduct or use of the Services or any other Provider Technology in a manner not authorized by this Agreement; or (iii) arising out of the matters set forth in Section 7.1(c) above or any breach by Customer of Section 2.5 (Third-Party Products and Integrations); provided, however, that the foregoing obligations shall be subject to Provider: (a) promptly notifying Customer of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate Customer of its obligations under this Section 8.2 (Customer Indemnification) to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); and (b) providing Customer, at Customer’s expense, with reasonable cooperation in the defense of the Claim. Customer may not settle any Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Claim or to participate in the defense thereof by counsel of its own choice.

9. Warranties; Disclaimer; Limitation of Liability

9.1 Customer Warranties. Customer represents, warrants and covenants that it has and will maintain during the Term all necessary right, title, interest, authorizations, and permissions to: (i) access, provide, provide access to, or request Provider access, disclose, or submit, any Customer Data and/or Feedback, as applicable, that Customer provides, provides access to, discloses, or submits to Provider or the Service, or that Customer authorizes or requests Provider to access on Customer’s behalf, as applicable; and (ii) grant the rights and permissions granted hereunder with respect to any data, content, information, or Feedback, including permission to access and use the Customer Data.

9.2 Disclaimer. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (i) THE PROVIDER TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY PROVIDER OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS UNLESS OTHERWISE SPECIFIED ON AN APPLICABLE ORDER; (ii) THE PROVIDER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY, OR IMPLIED, RELATING TO THE PROVIDER TECHNOLOGY AND ANY OTHER MATERIALS AND CONTENT MADE AVAILABLE BY PROVIDER OR THROUGH THE SERVICE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE. THE PROVIDER DOES NOT WARRANT ANY THIRD-PARTY INTEGRATIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROVIDER DOES NOT WARRANT THAT THE PROVIDER TECHNOLOGY WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER OR ITS AUTHORIZED USERS FROM THE PROVIDER TECHNOLOGY (INCLUDING THE SERVICE) WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROVIDER IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM CUSTOMER’S OR ITS AUTHORIZED USERS’ USE OF OR ACCESS TO THE PROVIDER TECHNOLOGY OR ANY OTHER SERVICE MADE AVAILABLE BY PROVIDER OR THROUGH THE PROVIDER TECHNOLOGY. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S AND ITS AUTHORIZED USERS’ USE OF THE PROVIDER TECHNOLOGY (INCLUDING THE SERVICE) AND ANY CONTENT OR MATERIALS THAT ARE ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED FROM PROVIDER OR THROUGH THE PROVIDER TECHNOLOGY, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY INTEGRATIONS, IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROVIDER IS NOT RESPONSIBLE FOR ANY LOSS OF DATA, INCLUDING CUSTOMER DATA. AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND DETERMINING WHETHER OR NOT, OR HOW TO, USE ANY RESULTS, CONTENT, MATERIALS OR DATA THAT IS MADE AVAILABLE VIA THE SERVICES. WITHOUT LIMITING THE FOREGOING, AS BETWEEN THE PARTIES, CUSTOMER IS SOLELY RESPONSIBLE FOR, AND PROVIDER WILL HAVE NO LIABILITY FOR, ANY DECISIONS MADE BY CUSTOMER BASED UPON ANY RESULTS, CONTENT, MATERIALS OR DATA THAT IS PROVIDED BY THE SERVICES, INCLUDING ANY DECISIONS MADE BASED ON ANY RESULTS OR RESULTS GENERATED BY THE SERVICES.

9.3 Limitation of Liability.

10. General Provisions

10.1 Assignment. Except as expressly set forth in this Agreement, neither party may assign this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of the other party, except that Provider may assign this Agreement without the written consent of Customer as part of the conversion to a corporation or other corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of its assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

10.2 Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including without limitation an act of war, terrorism, act of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet. The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

10.3 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each party hereby expressly consents to the personal jurisdiction and venue in the state and federal courts located in San Francisco, California for any lawsuit arising from or related to this Agreement, and hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suits, actions, or proceedings arising out of or relating to this Agreement. Each party hereby waives any and all objections to such courts, including but not limited to, objections based on improper venue or inconvenient forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.4 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.5 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing. Notices to Provider must be sent to legal@oblique.security. Notices to Customer will be sent to the email address associated with Customer’s account. A Notice is effective upon: (i) confirmation of delivery by email; or (ii) if delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail, upon receipt by the receiving party.

10.6 Export Controls; Government Rights. Customer agrees that Customer will not, and will ensure that its Authorized Users will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Provider Technology or any technical information about the Provider Technology to any country for which such export or re-export is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other government entity as may have jurisdiction over such export or re-export. Customer hereby represents and warrants that (a) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) Customer is not listed on any U.S. Government list of prohibited or restricted parties. The Provider Technology is deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the software and accompanying documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

10.7 Publicity. Provider reserves the right to reference Customer as users of the Services on its website and in its customer lists, and to use Customer’s name and logo in connection therewith, subject to Customer’s reasonable trademark usage guidelines as may be provided to Provider from time to time. Upon expiration or termination of this Agreement, Customer may revoke the foregoing right by providing written notice to Provider, and Provider shall remove any such references within a commercially reasonable period following receipt of such notice.

10.8 Relationship of the Parties. The relationship between Provider and Customer is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. There are no third-party beneficiaries of this Agreement.

10.9 Consumer Complaints. In accordance with California Civil Code § 1789.3, Customer may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

10.10 Questions and Complaints. If Customer has any questions, complaints, or claims with respect to the Services, please contact Provider at legal@oblique.security. Provider will use commercially reasonable efforts to address Customer’s concerns.

10.11 Intellectual Property Infringement Claims. It is Provider’s policy to terminate the Account privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Provider by the respective intellectual property owner or their legal agent. If Customer believes that its work has been copied and made available through the Services in a manner that constitutes intellectual property infringement, Customer shall provide Provider’s designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that is claimed to have been infringed; (iii) a description of the location on the Services of the material that is claimed to be infringing; (iv) Customer’s address, telephone number, and email address; (v) a written statement that Customer has a good faith belief that the disputed use is not authorized by the intellectual property right owner, its agent, or the law; and (vi) a statement, made under penalty of perjury, that the above information in the notice is accurate and that Customer is the intellectual property right owner or authorized to act on the intellectual property right owner’s behalf. Contact information for Provider’s designated agent for notice of claims of infringement is available on Provider’s website.

10.12 Entire Agreement. This Agreement, together with any Order and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms and any other documents incorporated herein by reference, including any Order, the following order of precedence governs unless otherwise expressly stated on an Order: (i) first, the DPA; (ii) second, these Terms; (iii) third, any Supplemental Terms; and (iv) fourth, any other documents incorporated herein by reference, including any Order.