These Terms of Use (this “Agreement”) set out terms and conditions that govern the access and use of certain services (collectively, the “Service”) available on or through websites of Defendis by you, a user of the Service (“you” or “Customer”). You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service or Defendis websites, you are entering into a legally binding agreement with Defendis (and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement). If you are using the Service on behalf of an organisation, you represent that you have the right to bind such organisation to this Agreement, and the terms “Customer” and “you” will include both you, the individual user, and such organisation. If you do not agree to these terms and conditions, you must not use the Service or Defendis websites.

The Service may include both paid services and services which are free of charge. You agree your purchase and/or use of the Service is not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Defendis or any of its affiliates regarding future functionality or features.

You acknowledge and agree that the form and nature of the offerings which Defendis provides may change from time to time without prior notice to you, subject to the terms in its Privacy Policy. Changes to the form and nature of offerings will be effective with respect to all versions of the Service. Any new features that may be added to Defendis websites, or the Service from time to time will be subject to this Agreement, unless stated otherwise.

Certain features of the Service may be subject to additional guidelines, terms, or rules, which will be posted on the service or sites in connection with such features. to the extent such terms, guidelines, and rules conflict with these terms, such terms shall govern solely with respect to such features. in all other situations, these terms shall govern.

Customer is entering in agreement with Defendis Technology Inc..

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1. Scope of Use

1. Customer’s access and use of the Service and any related user documentation (“Documentation”) shall be limited to solely its own internal security purposes, and shall otherwise be subject to and in compliance with all the terms and conditions herein. Such access and use of the Service is also restricted by and subject to further conditions in any separate agreement regarding such access and use that is between Customer and either Defendis or one of Defendis permitted resellers, including any subscription fee, subscription term, scope of use, or other limitations, restrictions or obligations applicable to Customer therein. As also noted in Section 2 below, access and use of the Service may require an active paid subscription pursuant to a Subscription Agreement.
2. Notwithstanding anything else herein, this Agreement does not provide any rights to Customer, including any right to access or use the Service, but for clarity does impose obligations on Customer.

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2. Suspension and Termination

1. To the extent Customer materially breaches this Agreement or any other Agreement, or Defendis believes in good faith that it has done so or that Customer’s continued access and use of the Service poses a threat to Defendis or any third party, Defendis may, with or without notice to Customer, suspend or terminate Customer’s access and use of the Service or this Agreement. Following any termination of this Agreement, Customer agrees that it shall continue to be bound by this Agreement. For clarity, Customer’s access and use of the Service may require an active subscription as set forth in a Subscription Agreement, including payment of relevant fees by or for Customer, and in the absence of such active subscription in good standing, Defendis may in its discretion suspend or terminate any or all access or use of the Service.
2. For paid subscriptions, the subscription term described in each Subscription Agreement will commence upon the Subscription Agreement Effective Date and continue as set forth therein (“Initial Subscription Term”) and will automatically renew for additional one (1) year terms (each, a “Renewal Period(s)”) unless either party has given the other party written notice of non-renewal at least thirty (30) days prior to the end of an Initial Subscription Term or Renewal Period, or as otherwise terminated in accordance with this Section 2.
3. Upon any termination or expiration of this Agreement, all rights granted to Customer hereunder shall terminate and Customer shall cease all use of the Service and Documentation.
4. To the extent that Customer is using any free Service, Customer agrees that Defendis, in its sole discretion and for any or no reason, may terminate this free Service at any time. Customer agrees that any such termination of access to the free Service may be without prior notice, and that Defendis will not be liable to Customer or any third party for such termination. Customer may terminate Customer’s use of the free Service at any time by discontinuing use of the free Service.

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3. Restrictions and Proprietary rights

Customer shall not (and shall not allow any third party to):

1. Except as expressly permitted by applicable law, decompile, disassemble, reverse engineer or attempt to deconstruct, identify or discover any source code, underlying ideas or other technology, user interface techniques or algorithms of the Service;
2. Encumber, transfer, distribute, sell, disclose, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or use for the benefit of any third party (including to or for any Customer affiliate or subsidiary), or otherwise use (except as expressly permitted herein) any part of the Service or Documentation;
3. Copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service or Documentation;
4. Attempt to circumvent any fees, user limits, or use restrictions that are built into the Service; 
5. Use the Service or Documentation in the development or marketing of any software, service or other offering that is similar to or competes with any Defendis offering;
6. Use any Service data as a training set for machine learning or training of AI;
7. Use any robot, spider, scraper or other automated means to access the Service, or engage in any scraping, data-mining, harvesting, screen-scraping, data aggregating or indexing of the Service;
8. Perform, or publish or otherwise disclose the results of, any benchmarking, availability or performance testing, or analyses of the Service or Customer’s use thereof;
9. Interfere with or disrupt the Service or related servers or networks;
10. Use the product in any harmful or unlawful ways, including but not limited to misuse of credit card information or other personal information, violation of any data privacy or computer laws and regulations, or distribution or use in violation of Defendis’s Acceptable Use Policy, or any applicable laws or regulations. All acts and omissions of Customer’s employees and other personnel will be deemed to be those of Customer, and Customer shall be responsible therefor.

The Service is the proprietary intellectual property of Defendis that contains trade secrets and is protected by copyright law. An API license, if available as set forth in an Other Agreement between Customer and Defendis, authorises Customer to programmatically access certain Defendis data and functionality available as part of the Service hereunder, limited to the specific API type and API credit quota subscribed. Customer is prohibited from reselling or otherwise distributing or disclosing Defendis data, delivered directly or as a derived product or service, to any third parties. Unless expressly permitted by an applicable Other Agreement between Customer and Defendis, redistribution, transfer, resale, or license or copies of any part of the Service, or any data accessed, provided, or otherwise included by, in or through the Service, is not allowed. Except for API access, Customer’s access and use of the Service shall be via a password-protected URL designated by Defendis. Customer is responsible for how it accesses such URL. Each Customer user login/password for the Service is limited to use by a unique named individual, cannot be shared with others, and can be used only on a single device or other login point at any time (i.e., no multiple simultaneous logins).

Defendis retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. Any and all enhancements, modifications, corrections and derivative works that are made to the Service will be owned by Defendis. Defendis shall own all rights, title and interest in any deliverables created by Defendis and provided to Customer, and all such deliverables shall be subject to all Customer restrictions and obligations set forth herein (as if such deliverables were part of the “Service” hereunder). Notwithstanding the foregoing, Customer retains all rights, title and interest in and to Customer’s own information and data, including Customer’s ideas, processes, standards, practices, and management policies and procedures, that is input by Customer into the Service or supplied to Defendis (“Customer Data”). The Customer hereby grants to Defendis a non-exclusive, royalty-free, sub-licensable, perpetual, assignable right and license to use the Customer Data anywhere in the world to provide the Service, develop and improve its offering, and otherwise in its business as it determines in its discretion.

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4. Logo

Customer agrees to allow the use of its name and logo in a general list of Defendis customers and consents to receiving communications regarding product updates, customer support, and marketing initiatives from Defendis. Notwithstanding the foregoing, Customer has the right to withdraw its consent to receive such commercial electronic messages at any point in time by clicking the unsubscribe link at the bottom of any electronic message sent by Defendis to Customer. You acknowledge and agree that notwithstanding your withdrawal of such consent, Defendis shall still be permitted to send you commercial electronic messages specific to our relationship and the Services provided under this Agreement.

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5. Confidentiality

Customer shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, subsidiaries, outsourcers and third party service providers with a need to know in connection with its performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder and are bound by appropriate confidentiality obligations), copy or use for purposes other than the performance of this Agreement, any information, in any form or format, disclosed by Defendis, or otherwise accessed or received by Customer relating to Defendis or the Service, during the term of this Agreement that is marked as confidential (or similar) or would reasonably be considered confidential, which may include information relating to Defendis’s business affairs, trade secrets, technology, research, or development (“Confidential Information”) and Customer agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information, but in any event at least industry standard levels of care, and to prevent unauthorised, negligent or inadvertent use, disclosure or publication thereof. Notwithstanding the above requirements, the Service and Documentation will be deemed to be Defendis’s Confidential Information. Breach of this Section may cause irreparable harm and damage.

Thus, in addition to all other remedies available at law or in equity, Defendis shall have the right to seek injunctive or other equitable relief, without any requirement to post bond, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such breach. Customer shall be liable to Defendis for any use or disclosure in violation of this Section by Customer or its affiliates, subsidiaries, employees, advisors, accountants, attorneys, outsources, third party service providers or any other related party. Confidential Information shall not include information that:

1. is already known by Customer prior to the disclosure by Defendis;
2. is or becomes publicly known through no breach of this Agreement;
3. is independently developed without the use of Confidential Information and evidence exists to substantiate such independent development;
4. information that is obtained from a third party, and that third party is not, in good faith belief to Customer, under any legal obligation of confidentiality;
5. Customer receives written permission from Defendis for the right to disclose any Confidential Information.

Notwithstanding the above, this Section shall not prohibit Customer from disclosing Confidential Information to the extent required by applicable law, rule or regulation or any national securities exchange; provided that Customer gives Defendis prior written notice, as soon as is reasonably practicable, and reasonably cooperates with related requests of Defendis. Further, notwithstanding anything to the contrary herein, if Customer provides Defendis (or its affiliates or resellers) any feedback or suggestions regarding the Service or its other offerings, including potential improvements or changes (collectively, “Feedback”), Defendis shall be free to use, disclose and otherwise exploit in any manner Feedback for any purpose, without any obligation of confidentiality with respect thereto. Further, Customer acknowledges and agrees that by providing such Feedback to Defendis, Customer hereby grants to Defendis a non-exclusive, royalty-free, sub-licensable, perpetual, assignable right and license to use such Feedback in whatever way, manner, form or media, now known or thereafter discovered, and for whatever purpose Defendis determines in its sole discretion, anywhere in the world. Upon expiration or termination of this Agreement, Customer shall promptly return or destroy Confidential Information; provided that, it may retain:

1. a copy to track its related obligations hereunder, or
2. Confidential Information to the extent reasonably necessary for its surviving obligations hereunder or as required to be retained by applicable law, regulation and/or audit requirements, and
3. backup or archival copies created and maintained in the ordinary course of business pursuant to its standard policies with respect automated archiving or back-up procedures,

so long as in each of cases A-C, for clarity, such retained information remains subject to the confidentiality obligations herein.

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6. Disclaimer of Warranty

The service is accessed and used by customer hereunder “as available” and “as-is.” to the extent permitted by applicable law, Defendis hereunder make no and disclaim all warranties, express, implied, statutory, or otherwise, including warranties:

1. of non-infringement, merchantability and fitness for a particular purpose;
2. use of the service will meet customer’s, or any other party’s requirements;
3. use of the services will be uninterrupted, timely, secure or free from error;
4. as to the accuracy, completeness, timeliness, or reliability of any information obtained from the service.

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7. Limitation of Liability

To the extent permitted by applicable law, the cumulative aggregate liability of Defendis for all damages arising out of or relating to the service or this agreement, whether in contract, tort or otherwise, shall not exceed the total amount of fees paid to Defendis by customer, if any, under an applicable other agreement between Defendis and customer (or, if the applicable other agreement is instead between a Defendis reseller and customer, then the total amount of fees paid to Defendis by such reseller for customer’s use of the service) within the year preceding the claim.

Not withstanding the foregoing, in no event will Defendis, its licensors, or other providers be liable to customer or any other party for damages for loss of data, any loss of goodwill or business reputation, cost of procurement of substitute goods or services, lost profits, or any indirect, special, incidental or consequential damages arising out of or relating to the service or this agreement, even if Defendis has been advised of the possibility of such damages.

Furthermore, all information provided by the service is provided “as-is” and Defendis shall not be liable for, and customer assumes all risk of, damages of any kind arising out of or relating to customer’s use thereof, including any reliance thereon.

You acknowledge that by using the service, you may be exposed to materials that are offensive, indecent and/or objectionable, and under no circumstances shall Defendis be liable for such content. Additionally, under no circumstances will Defendis, or its affiliates be liable for defamation, libel, or any similar claim as a result of the content or alerts generated by the services.

Some jurisdictions may not allow the limitation or exclusion of certain warranties or of liability for certain types of damages, so some of the above limitations or exclusions may not apply to customer depending on their jurisdiction.

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8. Indemnification

Customer will indemnify and hold harmless Defendis and its respective officers, directors, employees, agents, licensors and other providers, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs and expenses, including attorneys’ fees (collectively, “Liabilities”) arising out of or relating to:

1. Customer’s breach of this Agreement,
2. Customer Data, or
3. Customer’s violation of applicable laws, rules or regulations; or
4. Customer’s use of the Service (but excluding any Liabilities to the extent caused by Defendis’s gross negligence or wilful misconduct).

Defendis reserves the right to assume the sole control of the defence and settlement of any claim, action, proceeding or suit for which Customer is obliged to indemnify Defendis. Customer will cooperate with Defendis with respect to such defence and settlement.

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9. General

9.1 Entire Agreement: Modification of Agreement. This Agreement, including all Order and SOWs entered into by Customer and Defendis pursuant hereto, is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof (provided that, for clarity, it does not supersede any applicable Other Agreement). If any provision of this Agreement conflicts with any provision of any Other Agreement, then, unless otherwise provided herein, this Agreement shall control. Any purchase orders issued by Customer shall be deemed to be for Customer’s convenience only and, notwithstanding acceptance of such orders by Defendis, shall in no way change, override, or supplement this Agreement. Customer agrees that the electronic text of this Agreement constitutes a writing and its assent to the terms and conditions hereof constitutes a “signing” for all purposes. Defendis may from time to time amend this Agreement prospectively. If it does so, it will endeavour to notify Customer and will post the revised agreement on the Service or its website(s). Customer agrees that its continued access or use of the Service constitutes its agreement to the amended Agreement. Except as set forth above, this Agreement may be amended or modified only by an express writing signed by Defendis.

9.2 Waiver: Any waiver of the provisions of this Agreement will be effective only if in writing and signed by Defendis. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity , legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach or default by Defendis or Defendis’s delay exercising its rights shall not constitute a waiver of any other provision, breach or default.

9.3 Independent Contractor: Defendis is an independent contractor and not an employee of Customer. At no time shall Customer make any commitments or incur any charges or expenses for or in the name of Defendis, or be considered the agent, partner, joint venturer, employer or employee of Defendis.

9.4 Notices: All notices or other communications required to be given hereunder shall be in writing and may be delivered by certified mail with an acknowledgement of receipt; by overnight courier; or as otherwise requested by the receiving party. Notices to Defendis should be sent to it at 77 Rue Mohamed Smiha etg 8 (which address Defendis may update by notice to Customer). Notices to Customer may be sent to any contact point (including email) that Customer may provide to Defendis or its resellers.

9.5 Assignment: Neither this Agreement, nor any rights or obligations hereunder, may be assigned, otherwise transferred or delegated by Customer without Defendis’s prior written consent.

9.6 Compliance with Laws: Customer will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable federal, state, and local laws, all applicable export laws and those laws related to the protection of data privacy, and proper use of financial and personally identifiable information. Without limiting the foregoing or any other Customer restrictions or obligations herein, Customer represents and warrants that, during the term of this Agreement it will not engage, directly or indirectly, in activities prohibited by law, or other applicable, export control regulations, or regulated by the International Traffic in Arms Regulations (or local equivalent legislation or regulations) without the proper authorisations, including (a) the design or development of defence articles, (b) the provision of defence services, or (c) the development of nuclear facilities not licensed by the applicable Government; chemical, biological, or nuclear weapons; or rocket, missile or unmanned aircraft systems, or (d) terrorist activities.

9.7 Force Majeure: Neither Defendis nor any of its affiliates will be responsible for any act or omission due to causes beyond its reasonable control, including acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”).

9.8 Governing Law and Disputes:

9. A. Choice of Law. This Agreement and any dispute arising out of or relating to this Agreement shall be governed by and interpreted and construed in accordance with the laws of The State of Delaware in the United States, without regard to any conflict of law principles that would apply another law.
10. B. Default Approach for Disputes. Except to the extent a Customer dispute is covered by Section 9.8(C) below, Customer hereby consents to jurisdiction and venue located within the location specified in Section 9.8(A), and Customer shall not bring any suit, claim or other cause of action except in a court located within the location specified in Section 9.8(A).
11. C. Approach for Disputes with Certain Customers:

9. 1. This Section 9.8(C) applies to Customer disputes to the extent that either (a) the Customer’s principal place of business, or jurisdiction of incorporation/formation, is outside the location specified in Section 9.8(A) in a country that is a signatory of The New York Arbitration Convention on the Recognition and Enforcement of Foreign Arbitral Awards, or (b) Defendis opts, in its sole discretion, for the dispute to be covered by this Section 9.8(C).
   2. Defendis and Customer hereby consent to resolve any applicable dispute arising out of or related to this Agreement by submission of such dispute to binding and final arbitration in accordance with the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce, by an arbitral tribunal composed of one or more arbitrators appointed in accordance with the Rules. Arbitration proceedings may be commenced by either party by providing written notice to the other party. All arbitration proceedings will be held in the location specified in Section 9.8(A) (provided that proceedings may be conducted at another location or by telephone conference call with the consent of the parties and the arbitrator(s)). All arbitration proceedings will be conducted in the English language. The arbitrator(s) may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. The parties agree that the arbitrator(s) will be empowered to grant injunctive or other equitable relief, but will have no authority to award punitive damages. The above obligation to arbitrate shall extend to any claim by or against any affiliate, agent, officer, employee, director, manager, member or shareholder of a party.
   3. Notwithstanding clause II above, (a) either party may initiate litigation in any court of competent jurisdiction seeking any preliminary or temporary remedy in equity, including the issuance of a preliminary or temporary injunction; and (b) judgment on the arbitration award granted in any arbitration hereunder may be entered in, and the parties shall have the right to seek enforcement thereof by, any court of competent jurisdiction (and any additional expenses incurred in enforcing the arbitration award will be charged against the party that resists its enforcement); and (c) the parties hereby consent to the non-exclusive jurisdiction of any federal or state court located in the location specified in Section 9.8(A), and waive any objections of improper venue or inconvenient forum, in connection with clauses (III)(a) or (III)(b) above.

9.9 Non-Solicitation: Customer shall not directly or indirectly solicit, employ or engage any employee of Defendis with whom it came into contact relating to the Service during the period of such contact and for one (1) year thereafter. If any court or other adjudicatory body determines that the foregoing provision is unenforceable because of its duration or scope, the court or adjudicatory body has the power to reduce the duration or scope of the provision, as the case may be, so that in its reduced form the provision is enforceable. Such power includes the authority to reform the provision by rewriting it, if required, so that it conforms to applicable law and carries out the parties’ intentions under this Agreement. For purposes of the foregoing solicit shall not be deemed to mean:

9. circumstances where an employee of Defendis initiates contact with Customer with regard to possible employment; or
10. general solicitations of employment not specifically targeted at employees of Defendis, including responses to general advertisements.

Interpretation: Headings are provided for convenience only and will not be used to interpret the substance of this Agreement. Unless the intent is expressly otherwise in specific instances, use of the words “include,” “includes,” or “including” in this Agreement shall not be limiting and “or” shall not be exclusive. The parties hereto agree they expressly require the agreement to be entered between them, together with all related documents, drawn up, executed and distributed in the English language only (Les parties aux présentes conviennent expressément que le contrat qu’ils concluront entre eux, ainsi que tous les documents connexes ou qui s’y rattachent, soient entièrement rédigés, signés et distribués en Anglais seulement).

9.11 Fees:

9. For those Customers purchasing a paid Service directly from Defendis, Subscription Fees are specified on the Subscription Agreement. Customer shall be responsible for all taxes, duties and similar charges on the fees, except for taxes on Defendis’s income. Customer shall reimburse Defendis for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by Customer hereunder.
10. For those Customers purchasing a paid Service via a Reseller (as defined below), fees and any other fees for professional services are as specified in the applicable Subscription Agreement between Customer and the relevant Defendis authorised reseller (“Reseller”). Customer and/or Reseller shall be responsible for all taxes, duties and similar charges on the fees, except for taxes on Defendis’s income. To the extent that Reseller does not pay Defendis all applicable fees when due for Customer’s access and use of the Service and Documentation, due to Customer’s failure to pay Reseller, such failure shall be deemed a material breach of this Agreement by Customer.

9.12 Third-Party Content and/or Software:

9. The Service may include references or hyperlinks to other websites or content or resources or email content. Defendis has no control over any websites or resources which are provided by such third-parties. Customer acknowledges and agrees that Defendis is not liable for any loss or damage which may be incurred by Customer or other users as a result of the availability of those external sites or resources, or as a result of any reliance placed by Customer on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
10. The Services may incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

9.13 Survival: Any obligations that have accrued prior to termination or expiration, and the following provisions of this Agreement, shall survive any termination or expiration hereof: Sections 1(ii) and Sections 2 through 9.