This is a contractual agreement (the "Agreement") between you, the customer ("Customer"), and SecureSlate, Inc. By accessing, downloading, installing, or using any of SecureSlate's software or services (including the Services), or by giving express consent to this Agreement, you agree to be bound by the terms of this Agreement. The Effective Date of this Agreement is the earlier of the date of your download, installation, access to, or use of any of SecureSlate's software or services, or the date of your express consent to this Agreement. This Agreement incorporates any Order Form through which you purchased any of SecureSlate's software or services. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity and agree to this Agreement on its behalf. If you do not have such authority or do not agree to the terms and conditions, you may not use any of SecureSlate's software or services. In the event of any inconsistency or conflict between this Agreement and any Order Form, the Order Form will govern.
If any words or phrases are not defined in this Section, their meanings will be based on how they are defined in their relevant Sections.
"Applicable Law" refers to all government regulations, laws, and ordinances that are relevant to the access, usage, or provision of the Services, which include but are not limited to the California Consumer Privacy Act of 2018 and the General Data Protection Act of 2016 (Regulation (EU) 2016/679).
"Confidential Information" refers to any data or information disclosed by either party that is marked as confidential or should be considered confidential based on the circumstances, including Customer Data, Order Forms, business, financial, pricing, marketing, and non-public technology or product information. However, information that is generally available to the public, already known by the receiving party, properly disclosed by another authorized person, or independently developed by the receiving party without reference to the disclosing party's Confidential Information is not considered confidential.
"Documentation" pertains to the technical documentation, manuals, written instructions, and other materials provided by SecureSlate regarding the Services. SecureSlate may modify the Documentation from time to time.
"Installed Software" refers to any software that SecureSlate provides to the Customer or its Authorized Users for installation purposes, exclusively for use in connection with the Services.
"Intellectual Property Rights" encompasses all registered and unregistered rights conferred, applied for, or existing under or related to patent, copyright, trademark, service mark, trade secret, database protection, or any other intellectual property law, and all similar or corresponding rights or forms of protection, anywhere in the world.
"Order Form" refers to a written document, such as a quote or order form, which SecureSlate provides, and the Customer signs and SecureSlate accepts. The Order Form specifies the Services authorized for use by the Customer, applicable fees, payment schedule, subscription term, and volumes. If the Customer subscribes through a reseller or marketplace, the applicable ordering document of that reseller or marketplace applies solely to the Services ordered, volumes, fees, and subscription term.
"Services" encompasses all SecureSlate products and services that are made available to the Customer under the agreement. This includes SecureSlate proprietary software, Installed Software, open-source software, Documentation, and any updates, upgrades, enhancements, improvements, derivative works, and modifications of the above, as well as the general know-how, performance metrics, analytics, and machine learning developed over time.
"Term" refers to the period during which SecureSlate has authorized the Customer to access the Services, as specified in any applicable Order Form and subsequent Renewal Terms.
Provision of SecureSlate Platform. SecureSlate provides the SecureSlate Platform to the Customer and its Authorized Users under a limited, non-exclusive, and non-transferable license. This license grants the Customer and its Authorized Users the right to access and use the Services, and, if applicable, to install and use the Installed Software in object code form. The use of the Services and Installed Software is restricted to the internal business purposes of the Customer and is subject to the terms and conditions of the Agreement. Each unique Authorized User must have their own username and password to access the Services, and sharing these credentials is prohibited. SecureSlate reserves the right to modify the Services at its sole discretion, provided that these modifications do not materially reduce the functionality of the Services.
Data Protection. SecureSlate has a security program that aims to protect the security and integrity of Customer Data provided to SecureSlate for the Services. This program is designed to safeguard against any potential threats or hazards to the security or integrity of the Customer Data and prevent any unauthorized access to it. If SecureSlate processes Customer personal data that is subject to the GDPR or Customer Personal Information that is subject to the CCPA, then the GDPR Data Processing Addendum and the CCPA Addendum will be fully governed by this Agreement and are incorporated into it.
Restrictions. Customer and any Authorized Users are prohibited from engaging in any of the following activities, either directly or indirectly:
(a) attempting to reverse engineer, decompile, disassemble, modify, copy, create derivative works of, or derive the source code, object code or underlying structures, ideas or algorithms of the Services or any data related to them;
(b) attempting to breach the security or authentication measures of the Services without proper authorization, probing, scanning or testing their vulnerability, or rendering any part of the Services unusable;
(c) using or accessing the Services to create a competitive product or service or to engage in competitive benchmarking;
(d) sharing, transferring, distributing, reselling, leasing, licensing, sublicensing, making available or otherwise offering the Services on a standalone basis;
(e) removing any proprietary notices from the Services or related Documentation.
Suspension. SecureSlate has the authority to immediately suspend access to the Services for Customer or any Authorized User under the following circumstances: (a) Customer violates Section 2 or Section 4 of this Agreement or any other provision and fails to remedy such violation within the designated cure period; or (b) if it is deemed necessary by SecureSlate to address a real or potential security or availability issue that could impact SecureSlate, its customers, or its users.
Responsibilities of Customer. Customer is responsible for various aspects related to its use of the Services provided by SecureSlate. This includes ensuring that all use of the Services under its account is authorized, and that all of its Authorized Users comply with this Agreement and Applicable Law. Any breach of this Agreement by an Authorized User will be considered as a breach by Customer. Customer is also responsible for ensuring that the Customer Data provided to SecureSlate is accurate, legal and acquired through proper means. Customer must make reasonable efforts to prevent unauthorized access to the Services and inform SecureSlate promptly if any unauthorized access occurs. Furthermore, it is Customer's responsibility to determine whether the Services meet its business requirements. SecureSlate's relationship is with Customer, and Customer is solely responsible for addressing any claims raised by its Authorized Users or third parties using the Services through Customer.
Third-Party Services. If Customer uses Third-Party Services, those services will be governed solely by the terms and conditions agreed upon between Customer and the third party. SecureSlate does not endorse, support, or hold any responsibility for Third-Party Services, including privacy practices, data security processes, and other policies. Customer agrees to waive any claims against SecureSlate with respect to Third-Party Services. Integrations between the Services and Third-Party Services may be enabled by Customer, but Customer is solely responsible for providing instructions to Third-Party Service providers and for sharing the necessary Customer Data to facilitate the Integration. SecureSlate and Third-Party Service providers are not sub-processors of each other.
Fees Customer is responsible for paying all charges related to the Order Form as per the payment schedule mentioned therein. The fees are quoted in United States dollars and are non-cancelable and non-pro-ratable for partial months. The fees paid by the customer are non-refundable. SecureSlate reserves the right to change the fees and charges and introduce new ones at the end of the initial term or renewal term by providing a 45-day prior notice to the customer via email. The customer may subscribe to the Services through a SecureSlate authorized reseller, in which case the fees shall be paid to the reseller. Any compensation due to a breach of this Agreement will also be provided through the reseller.
Taxes. The amount payable for the Services does not include any applicable taxes, such as VAT, GST, sales tax, or any other similar government charges. Customer is responsible for the payment of all such taxes, except taxes based on SecureSlate's net income. Customer agrees to reimburse SecureSlate for any Taxes paid or payable by SecureSlate due to Customer's purchase of the Services. Customer shall not withhold any taxes from the amount payable for the Services.
Payment Deadline In the event that Customer fails to make payment for the Services as per the agreed terms and the amount remains unpaid for more than fifteen (15) days past the due date, SecureSlate reserves the right to immediately suspend access to the Services upon notice to the Customer.
Proprietary Rights. Apart from what is explicitly stated in this agreement, SecureSlate and its licensors, if any, maintain all rights, ownership, and interests, including intellectual property rights, related to the Services and SecureSlate Confidential Information, while Customer holds all rights, ownership, and interests, including intellectual property rights, in its Customer Data and Confidential Information.
Feedback. If the Customer provides any suggestions, comments, or feedback regarding the Services, SecureSlate may, at its discretion, determine whether or not to implement the requested enhancements or new features. The Customer acknowledges that SecureSlate has the unrestricted right to use, incorporate, or otherwise exploit any Feedback received in connection with its products and services without any obligation to compensate or reimburse the Customer.
Confidential Information. Both parties agree to keep the confidential information of the other party strictly confidential and to only use it in accordance with this Agreement. They will not disclose the information to any third party without prior written consent from the other party, except as permitted by this Agreement. Confidential Information may be disclosed to employees, contractors, and other representatives who need to know and are bound by confidentiality obligations. Disclosure may also be made as required by law, but the receiving party will provide written notification to the disclosing party to contest such disclosure to the extent legally permitted. The terms of this Agreement will be kept confidential, except that SecureSlate may disclose them to lenders, investors, or acquirers on a confidential basis. The receiving party will take reasonable measures to prevent unauthorized use or disclosure of the disclosing party’s Confidential Information and will promptly return or destroy it upon request. However, the receiving party may retain copies of the Confidential Information for backup and records retention purposes or to comply with Applicable Law, provided that it is treated as confidential. Both parties acknowledge that improper disclosure of Confidential Information may cause irreparable harm, and the injured party may seek injunctive and other equitable relief, in addition to all other remedies available for any violation or threatened violation of this Section or Section 2.3 "Restrictions."
Performance Metrics and Machine Learning. The Customer understands that the Services rely on machine learning and performance metrics to enhance SecureSlate's offerings. SecureSlate has the right to collect, aggregate, de-identify, and/or anonymize information pertaining to the Customer's use of the Services to train its algorithms, track performance, create analytical and statistical data, or for other lawful purposes. This right exists regardless of any conflicting provisions.
SecureSlate Warranties. SecureSlate warrants that the Services will perform in accordance with the documentation and not contain any malicious code or instructions. If the Services fail to meet this warranty, Customer may notify SecureSlate in writing and SecureSlate will correct the noncompliance or provide a plan for correction within 30 days. If the noncompliance is not corrected or a plan is not established, Customer may terminate this Agreement and receive a pro-rata refund of any pre-paid fees as its sole remedy.
Disclaimers. SecureSlate provides the Services to Customer on an "as is" and "as available" basis, without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, title, non-infringement, fitness for a particular purpose, or any other warranty that the Services will be uninterrupted or error-free. SecureSlate expressly disclaims all warranties to the fullest extent permitted by law. The parties acknowledge that the Services are not intended to provide legal advice and are solely for assisting Customer in its compliance efforts, for which Customer is solely responsible. SecureSlate will not be liable for any issues related to Customer's compliance programs.
Beta Products. SecureSlate may offer Customer the option to use Beta Products from time to time. These Beta Products are not generally available and are provided "as is" without any representations, warranties, indemnification obligations, or support obligations. SecureSlate's liability related to such Beta Products will not exceed $1,000 unless prohibited by law. Either Customer or SecureSlate may terminate Customer's access to Beta Products at any time for any reason, without any liability.
Compensation by SecureSlate SecureSlate agrees to protect and defend Customer from any legal claims or actions brought by a third party alleging that the use of the Services infringes on their intellectual property rights. SecureSlate will also reimburse Customer for any damages awarded by a court or agreed upon in a settlement related to such claims. However, SecureSlate will not be responsible for any claims that arise from Third-Party Services, Customer Data or designs, modifications made by anyone other than SecureSlate, the combination of the Services with non-SecureSlate products, the continued use of Services after modifications have been notified, or the use of Services in a manner that does not comply with the Agreement and related Documentation. These types of claims are referred to as "Excluded Claims," and SecureSlate will not be liable for them.
Compensation by Customer Customer agrees to indemnify and hold SecureSlate and its officers, directors, employees, and agents harmless from any claim, demand, or lawsuit brought by a third party related to the Excluded Claims or any breach by Customer of Section 2 of the Agreement. Customer will indemnify SecureSlate and its officers, directors, employees, and agents for any damages (including reasonable attorney's fees) finally awarded against SecureSlate or any settlement approved by Customer in connection with such Claim.Compensation Procedures
If either party (the "Indemnifying Party") is required to indemnify the other party (the "Indemnified Party") under this Section 6, the Indemnified Party must provide prompt written notice to the Indemnifying Party of any claim covered by the indemnification obligation. The Indemnifying Party shall have sole control over the defense and settlement of any such claim, provided that the Indemnifying Party may not settle any claim without the Indemnified Party's prior written consent if such settlement adversely affects the Indemnified Party's rights, imposes any obligation or liability on the Indemnified Party, or admits liability or wrongdoing on the part of the Indemnified Party. The Indemnified Party must provide all information and assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party's expense, to defend or settle such claim. The Indemnified Party may also participate in the defense with counsel of its choice at its own expense.
Neither party shall be liable for any indirect, special, punitive, incidental or consequential damages arising from this Agreement, except for the indemnification obligations or Customer's breach of Section 2 or Section 3. Furthermore, neither party shall be liable for any aggregate liability arising from or related to this Agreement exceeding the total amounts paid to SecureSlate under the Order Form that gave rise to the liability in the twelve-month period immediately preceding the event that caused the liability. These limitations apply regardless of the legal or equitable theory on which claims are brought, whether in contract, tort (including negligence) or otherwise, and regardless of whether the party was advised of the possibility of such damages. These disclaimers do not apply to the extent prohibited by applicable law.
Either party may terminate this Agreement or an Order Form by giving written notice to the other party if: (a) the other party violates a significant provision of this Agreement or the applicable Order Form, and does not remedy the violation within 30 days of receiving notice of the violation; or (b) the other party enters into bankruptcy or similar proceedings, initiates dissolution proceedings, assigns substantially all of its assets for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within 60 days, subject to Applicable Law.
When you use our Services, we receive and store certain personally non-identifiable information through passive collection using various technologies. This information cannot currently be used to identify you specifically. It may be stored by SecureSlate or included in databases owned by our affiliates, agents, or service providers. This information may be used to track the total number of visitors to our Site, the number of visitors to each page, and the domain names of our visitors' Internet service providers. However, no Personal Data is involved in this process.
SecureSlate conducts research on its customer demographics, interests, and behavior based on the information provided to us, as part of our ongoing effort to better understand and serve our users. This research is done on an aggregate basis and may be shared with our affiliates, agents, and business partners. The aggregate data does not identify any individual personally. We may disclose the aggregated user statistics to describe our services to prospective and current business partners, as well as other third parties for lawful purposes.
Our Service has the capability to collect and utilize your location information through the GPS on your mobile device to provide certain functions within the Service. If you decide to enable our location features, your location information may become visible to other users of the Service. Please note that this information may be used or disclosed by other individuals or entities outside of our control and without your knowledge, leading to potential misuse and monitoring. It is important to exercise caution when enabling location functionality. Furthermore, we may use your location information in an aggregated manner, as outlined in the "Aggregated Personal Data" section above.
At times, we may obtain information about you from external sources, which can include third-party services that you connect to SecureSlate, like Google API Services, and organizations that provide supplemental information to what you have given us. For instance, if you access our Services through a Third-Party application like Google Sign-In, we may receive information about you from that application that you have made available. The data we collect through integrations and other connected Third-Party services can include your name, email address, login credentials, and other details. This data enables us to offer you SecureSlate services and improve our ability to inform you about our business and products.
SecureSlate values the privacy of your Personal Data and does not engage in selling it. However, there may be situations where we have to share your Personal Data with some third parties. Any personal data and other information collected through our services may be used by us and our affiliates to improve our services, understand our users better, and offer services we believe may be of interest to you.
SecureSlate endeavors to safeguard the Personal Data you provide through the Services from any unauthorized access, disclosure, alteration, or destruction. Despite this, no email or internet transmission is entirely secure or error-free, including the emails sent or received via the Services. Hence, you must be cautious when deciding what information to disclose to us through email. Please take this into consideration when sharing any Personal Data with SecureSlate via the internet.