PLEASE READ THE FOLLOWING TERMS OF SERVICE (“TOS”), WHICH ALONG WITH ANY APPLICABLE ORDER AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY, THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN THE ENTITY SUBSCRIBING TO USE THE SERVICES (“YOU” or “CLIENT”), AND TRUSTCLOUD CORPORATION AND ITS SUBSIDIARIES (“TRUSTCLOUD”). BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING, OR SUBSCRIBING TO USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
TrustCloud may change this Agreement from time to time at its sole discretion, and if it makes any material changes, it will attempt to notify you by sending you an email to the last email address you provided to TrustCloud and/or posting a notice on our website. Therefore, you agree to promptly notify us of any changes in your email address. Any material changes to this Agreement will be effective upon the next renewal date of the Agreement pursuant to the applicable Order. If you disagree with any changes to the Agreement, you must terminate your use of the Services prior to the next renewal of the Agreement.
“Affiliate” means any entity that directly or indirectly is controlled by, controls, or is under common control with a Party.
“Authorized User(s)” means any employee or contractor (including any third-party service provider) of Client for whom Client has created an account to access and use the Software.
“Client Data” means any and all data entered into the Software by Client or an Authorized User, or by TrustCloud upon Client’s or an Authorized User’s request or that or is otherwise accessed, processed or collected by TrustCloud on behalf of Client in connection with providing the Services.
“Documentation” means the technical materials and documentation provided by TrustCloud to Client in hard copy or electronic form describing the use and operation of the Software.
“Intellectual Property Rights” means any and all intellectual property, industrial property, and other proprietary rights throughout the world, including all rights in, to, or arising out of patents, patent applications, inventions (whether patentable or not), invention disclosures, trade secrets, know-how, proprietary information, works of authorship, copyrights, mask works, moral rights, trademarks, service marks, software, data, technology, layout designs, and design rights, and all registrations, applications, renewals, extensions, or reissues of any of the foregoing.
“Order” means all written order forms or other ordering documentation, including online subscription forms, referencing this Agreement, identifying the applicable Services to be made available by TrustCloud, and containing the pricing, subscription term, and other specific terms and conditions applicable to the Services.
“Services” means the Software, Documentation, and any related services agreed by the parties in an Order.
“Software” means the web-based applications developed and maintained by TrustCloud, as that Software is referenced in the Order.
1. Software License
Short version: This Section describes the grant of the Software license by TrustCloud to Client, the restrictions accompanying the grant, and the acceptable use of the Software by the Client. It also provides that the Client shall be responsible for the actions of its Authorized Users.
1.1. Subject to the terms and conditions of this Agreement, TrustCloud grants to Client and its Affiliates, a limited, non-exclusive, non-transferable (except as set forth in Section 8.8), worldwide license during the term of this Agreement, without the right to sublicense, solely for Client’s and such Affiliates’ internal business purposes and in accordance with the limitations set forth in the Order, (a) to access, use, perform, and digitally display the Software in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Client’s use of the Software.
1.2. Except as expressly permitted herein, Client shall not (and shall not permit any third party, including Authorized Users), to:
a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Software in any way;
b) modify or make derivative works based upon the Software;
c) “frame” or “mirror” the Software or any content in the Software on any other server or device;
d) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from the Software or any part thereof;
e) use the Software for competitive purposes, including to develop a competitive product or service, build a product using similar ideas, features, functions or graphics of the Software, or copy any ideas, features, functions or graphics of the Software;
f) intentionally interfere in any manner with the operation of the Software or attempt to access the Software through any unapproved interface; or
g) otherwise use the Software in any manner inconsistent with applicable law, the Documentation, or this Agreement.
1.3. Client shall not, and shall not permit any third party, including Authorized Users, to knowingly:
(a) store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate of third-party privacy rights;
(b) store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
(c) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or
(d) attempt to gain unauthorized access to the Software or its related systems or networks.
1.4. Client will
a) be responsible for its Authorized Users’ compliance with these TOS,
b) be responsible for the content of Client Data and provide TrustCloud with full, good faith cooperation, including accurate billing information,
c) be responsible for issuing, disseminating, and canceling passwords to Authorized Users on an ongoing basis, and for taking steps to maintain appropriate security regarding passwords, and
d) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify TrustCloud promptly if it becomes aware of any such unauthorized access or use.
2. Fees and Payment
Short version: This Section describes the process by which Client will be billed for its monthly or annual subscription as well as detailing the penalties for failure to pay in a timely manner and the treatment of sales tax.
2.1. Fees: Client will pay TrustCloud the license fees set forth in the Order (“License Fees”). TrustCloud or its partners may provide consulting or other professional services (the “Professional Services”) to Client upon request and agreement of the parties. The fees for any Professional Services (“Professional Service Fees”, and together with the License Fees, the “Fees”) will be priced in an Order or separate Professional Services Agreement. All Fees will be due and payable within 30 days of receipt of the applicable invoice issued by TrustCloud. All Fees are non-cancellable and non-refundable. Client is responsible for maintaining complete and accurate billing and contact information within the Service. Unless TrustCloud has agreed to an alternative payment arrangement, Client must provide TrustCloud with a valid credit card number and any other payment information required for TrustCloud to process Client’s payment. By submitting that information to TrustCloud or a third party credit card processor, Client agrees that it has authorized TrustCloud and/or the processor to charge the credit card for all Fees, including monthly fees and any overages. TrustCloud or a third party credit card processor will automatically bill the credit card provided by Client or other form of payment submitted as part of the order process for the Fees and Client hereby consents to such automatic billing. TrustCloud reserves the right to change the License Fees in its sole discretion; provided, however, that TrustCloud shall provide three months prior written notice to Client and the revised License Fees shall not be effective until the Client’s renewal term following the effective date of the new License Fees.
2.2. Late Fee: Payments will accrue interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If Client’s account is 15 days or more overdue, TrustCloud may, in addition to any of its other rights or remedies, upon written notice, suspend Customer’s access to the Service until such amounts are paid in full. If such failure to pay has not been cured within 30 days of the due date, then upon written notice, TrustCloud may terminate this Agreement and any or all outstanding Orders in accordance with Section 3 below.
2.3. Sales & Use Taxes: All fees payable to TrustCloud by Client hereunder are exclusive of any sales taxes, use taxes, value added taxes and similar taxes applicable to the provision of Services or the license of the Software, specifically excluding any taxes based on TrustCloud’s net income. If TrustCloud incurs or is required to collect or pay any federal, state or local taxes based on the Software, Services or other deliverables, such taxes will be billed to and paid by Client. Client must provide TrustCloud with accurate information to help it to determine whether any such taxes are due.
3. Term & Termination
Short version: This section details the term of the Agreement and each party’s right to terminate the Agreement.
3.1. Term: This Agreement will continue during the period set forth on the Order (“Initial Term”). Thereafter, this Agreement (including each Order hereunder) will automatically renew for additional consecutive terms equal in length to the Initial Term (each, a “Renewal Term,” together with the Initial Term, the “Term”), unless either party provides to the other notice of its intention not to renew this Agreement. If you do not wish your Account subscription to renew automatically, or if you want to change or terminate your subscription, please contact TrustCloud at [email protected].
3.2. Breach: Either party may terminate this Agreement if the other party commits a material breach of this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice of the breach from the non-breaching party, describing the breach in reasonable detail.
3.3. Effects of Termination: Upon termination or expiration of this Agreement,
a) the licenses granted hereunder and Client’s access to the Services will terminate; and
b) each party will continue to comply with its confidentiality obligations under Section 4.
c) TrustCloud shall have the right to delete any and all Client Data immediately upon expiration or termination of this Agreement and shall, at the request of the Client, delete any Confidential Information of the Client to the extent permitted by law.
4. Confidentiality and Proprietary Rights
4.1. Confidential Information: “Confidential Information” means all confidential information disclosed by TrustCloud or Client (“Disclosing Party”) to the other party (“Receiving Party”), that is marked in writing as “confidential” or by a similar designation or that otherwise should be considered confidential information based on the nature of the information and circumstances of disclosure. For clarity, Confidential Information also includes Client Data, and TrustCloud’s pricing, the non-public parts of the Service, its user interface, design and layout, and any related non-public specifications, documentation or technical information that TrustCloud provides to Client and/or Authorized Users. Confidential Information will not include any information that
a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
c) is received from a third party without breach of any obligation owed to the Disclosing Party; or
d) was independently developed by the Receiving Party.
4.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party may only use Confidential Information of the Disclosing Party to perform its obligations or exercise its rights under this Agreement. Except as expressly authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors or agents who need such access to perform obligations under this Agreement and who are bound to terms as least as restrictive as those in this Agreement. Neither party will disclose the terms of this Agreement to any third party (other than its Affiliates and their legal counsel and accountants) without the other party’s prior written consent.
4.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party may also disclose Confidential Information to enforce the terms of this Agreement and to respond to claims that any Data violates the rights of third parties.
4.4. Ownership. The Services (including the Software and Documentation), and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of TrustCloud and its suppliers. All rights in and to the Services (including the Software and Documentation) not expressly granted to Client in this Agreement are reserved by TrustCloud and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding the Services (including the Software and Documentation), or any part thereof, including any right to obtain possession of any source code, data or other technical material related to the Software.
Short version: This section outlines the warranties granted, and those that are not granted, with respect to the Software.
5.1. Limited Warranty: TrustCloud warrants to Client that the Software will operate in accordance with the Documentation. The foregoing warranty shall not apply to performance issues of the Software (a) caused by factors outside of TrustCloud’s reasonable control; (b) that result from any actions or inactions of Client or any third parties; or (c) that result from Client’s data structures, operating environment, or equipment. If the Software does not perform as warranted, TrustCloud will, at its own expense, promptly correct any material problem, which correction will constitute Client’s sole and exclusive remedy for any breach of this warranty. If, after making reasonable efforts to do so, TrustCloud cannot provide the correction as described above, either party will be entitled to terminate the Order pursuant to Section 3, and Client will be entitled to a refund of any pre-paid fees for the period after the date of termination.
5.2. DISCLAIMERS: NOTWITHSTANDING THE FOREGOING, TRUSTCLOUD DOES NOT WARRANT THAT CLIENT’S USE OF THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. OTHER THAN THE EXPRESS WARRANTIES CONTAINED IN SECTION 5.1, TRUSTCLOUD MAKES NO REPRESENTATION OR WARRANTY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICES AND THE SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM AVAILABILITY OR RELIABILITY, AND ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO REPRESENTATION OR STATEMENT WILL BE BINDING UPON COMPANY AS A WARRANTY OR OTHERWISE UNLESS EXPRESSLY CONTAINED OR REFERENCED IN AN ORDER OR THIS AGREEMENT. CLIENT FURTHER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CLIENT DATA OR CONFIDENTIAL INFORMATION. CLIENT ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM ITS AUTHORIZED USERS’ USE OF THE SOFTWARE OR SERVICES OR AND FOR CONCLUSIONS DRAWN FROM SUCH USE.
Short version: This section outlines the indemnification obligations of both TrustCloud and the Client.
6.1. By TrustCloud: TrustCloud agrees to defend Client, its Affiliates and their respective officers, directors and employees (“Client Indemnitees”) against any third party suits alleging that the Services as delivered by TrustCloud infringes or violates any third party intellectual property rights, and to indemnify and hold harmless such Client Indemnitees for all penalties, losses, liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees, consultants’ fees, court costs, damages finally awarded or costs of settlements entered into with respect to the third party claim. TrustCloud has no liability if the alleged infringement or violation is based on: (i) a modification of the Software by Client or Client’s agent without TrustCloud’s authorization, (ii) Client’s use of the Software in a manner contrary to the written instructions given to it by TrustCloud, or (iii) the use of the Software after notice of the alleged or actual infringement from TrustCloud or any appropriate authority. In the event of such third-party claim, TrustCloud may, at its option, modify the Software to avoid the claim while maintaining substantially similar functionality or obtain a license to resolve the claim. In the event TrustCloud is unable to achieve either of the foregoing on reasonable commercial terms, TrustCloud may terminate the Order and provide Client a pro rata refund of any prepaid but unearned fees.
6.2. By Client: Client agrees to defend TrustCloud and its officers, directors and employees (“TrustCloud Indemnitees”) against any third-party suits arising from or in connection with (i) use of the Services by Client or any Authorized User in violation of this Agreement; (ii) Client Data uploaded or transmitted to the Service by Client or an Authorized User the transmission, storage or use of Client Data (whether based on a theory of infringement, unlawful use, violation of privacy or otherwise), and to indemnify and hold harmless such TrustCloud Indemnitees for all penalties, losses, liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees, consultants’ fees, court costs, damages finally awarded or costs of settlements entered into with respect to the third party claim.
6.3. Procedure: The indemnifying party’s obligations under Sections 6.1 and 6.2 shall be subject to the following:
(a) the indemnifying party is given prompt notice of such claim by the party seeking indemnification, provided that failure to give prompt notice shall relieve the indemnifying party of its indemnification obligation only to the extent that the delay materially prejudices the indemnifying party’s ability to defend against the claim(s);
(b) each party provides reasonable cooperation to the other in the defense and settlement of such claim; and
(c) the indemnifying party is given sole authority to defend or settle the claim, as long as no settlement requires the indemnified party to pay any amount or admit liability or wrongdoing.
7. Limitation of Liability
Short version: This section sets forth the limitations on potential liabilities arising under the Agreement. The limitations apply equally to each party. The limitations do not apply to either party’s indemnification obligations.
7.1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY). THE FOREGOING EXCLUSION WILL NOT REDUCE EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN.
7.2. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY OR ANY OTHER THIRD PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM, REGARDLESS OF THE FORM OF CLAIM OR ACTION. THE PARTIES ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS BETWEEN TRUSTCLOUD AND CLIENT AND THAT TRUSTCLOUD’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION OF LIABILITY SPECIFIED HEREIN. THE FOREGOING EXCLUSION WILL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6 OR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREIN.
Short version: This section acknowledges that Client is the exclusive owner of all Client Data but that TrustCloud may use such data (1) to provide the services and (2) in aggregate, de-identified form to improve the Services. It also details your obligations with respect to your data and the security practices of TrustCloud.
8.1. License; Ownership. Client grants TrustCloud a non-exclusive, worldwide, royalty-free and fully paid license (a) to use the Client Data as necessary for purposes of providing the Services and enabling the operation of the Software, and (b) to use the Client trademarks, service marks, and logos as required to provide the Services. The Client Data hosted by TrustCloud as part of the Services, and all worldwide Intellectual Property Rights therein, is, as between TrustCloud and Client, the exclusive property of Client. All rights in and to the Client Data not expressly granted to TrustCloud in this Agreement are reserved by Client. Notwithstanding anything to the contrary herein, TrustCloud shall have the right to collect and analyze aggregated data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (“Aggregated Data”), and TrustCloud shall be free (during and after the term of this Agreement) to (i) use Aggregated Data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and any other TrustCloud offerings, and (ii) disclose Aggregated Data solely in aggregate or other de-identified form in connection with its business, provided that the Aggregated Data cannot be used in any way to identify Client, the Client Data or any of its Authorized Users.
8.2. Client Warranty. Client represents and warrants that any Client Data hosted by TrustCloud as part of the Services shall not (a) infringe or misappropriate any Intellectual Property Rights of any person; (b) be deceptive, defamatory, obscene, or unlawful; (c) contain any viruses, worms or other malicious computer programming codes intended to damage TrustCloud’s systems or data; or (d) otherwise violate the rights of any person. Client agrees that any use of the Services contrary to or in violation of the representations and warranties of Client in this section constitutes unauthorized and improper use of the Services.
8.3. Client Responsibilities for Data and Security. Client and its Authorized Users shall have access to the Client Data and shall be responsible for all changes to and/or deletions of Client Data and the security of all passwords and other Access Protocols required in order to access the Software. Client shall have the ability to export Client Data out of the Software. TrustCloud does back up Client Data regularly, but Client is encouraged to make its own back-ups of the Client Data. Client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data.
8.4. TrustCloud Responsibilities for Data and Security. TrustCloud shall
a) maintain and enforce an information security program including safety, physical and technical security policies and procedures with respect to its processing of Client Data that meets or exceeds industry practices and standards applicable to the protection of data similar to Client Data,
b) provide technical and organizational safeguards against accidental, unlawful or unauthorized access to or use, destruction, loss, alteration, disclosure, transfer, or processing of Client Data consistent with industry practice and standards, and designed to ensure a level of security appropriate to the risks presented by the processing of data similar to Client Data,
c) periodically test its systems for potential areas where security could be breached and monitor for suspected breaches,
d) promptly report to Client any breach of security or unauthorized access to Client Data that TrustCloud detects or becomes aware of,
e) use diligent efforts to remedy any breach of security or unauthorized access to Client Data in a timely manner, and
f) refrain from notifying, for or on behalf of Client (or any Authorized User), any regulatory authority, consumer or other person of any breach of security or unauthorized access to Client Data unless Client explicitly requests in writing that TrustCloud do so.
9. Miscellaneous Provisions
Short version: This section details other provisions regarding the construction of the Agreement and relationship between the Client and TrustCloud. It also specifies each party’s right with respect to assignment of the Agreement.
9.1. Excusable Delay (Force Majeure): Neither party will be liable for failure to perform its obligations hereunder due to any unforeseeable event beyond the control of, and not caused by the fault or negligence of, the party or its agents (unless the event would have been prevented by the affected party’s compliance with this Agreement), including but not limited to acts of God, fire, flood, explosion, war, riot, declaration of martial law or emergency by governmental authority, terrorism, third-party strikes or other work stoppages by third parties, or similar cataclysmic occurrences; provided, however, that the party rendered unable to perform will use diligence to resume or remedy, as the case may be, the performance of its obligations hereunder as soon as practicable.
9.2. Governing Law: The laws of the Commonwealth of Massachusetts govern any action arising out of this Agreement without regard to its principles of conflicts of law.
9.3. Notice: The communications between you and TrustCloud may take place via electronic means, including via the Services or email. For contractual purposes, you (a) consent to receive communications from TrustCloud in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that TrustCloud provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
9.4. Relationship between the Parties: TrustCloud is an independent contractor of Client, free from Client’s direction and control, and not an agent or employee of Client. TrustCloud has no authority to act on behalf of Client or in its name to incur any obligations or expenses on behalf of Client, or to bind Client, either directly or indirectly, in any manner.
9.5. Severability and Waiver: In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. No failure to act on account of any default will constitute a waiver of any such default or of the performance required.
9.6. Export Control: You may not use, export, import, or transfer any Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by TrustCloud are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer TrustCloud products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
9.7. Headings, Comments and Descriptions. The headings contained in this Agreement and the explanation under each heading to describe the contents of the section (marked “Short version“), are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
9.8. Assignment: This Agreement will inure to the parties’ permitted successors and assigns, which will be bound thereby. This Agreement may not be assigned by either party without the other party’s prior written consent, except that this Agreement may be assigned to a party’s Affiliate or to any successor to all or substantially all of a party’s businesses, whether by merger, change of control, asset sale or similar transaction. Any assignment in breach of the foregoing shall be void.
9.9. Survival: The rights and obligations of TrustCloud and Client contained in Section 2 (Fees and Payment), Section 3.3 (Effects of Termination), Section 4 (Confidentiality and Proprietary Rights), Section 5.2 (Warranty Disclaimers), Section 6 (Indemnification), Section 7 (Limitation of Liability), Section 8 (Data), and Section 9 (Miscellaneous) will survive any termination or expiration of this Agreement. No action or claim relating to this Agreement may be instituted more than one year after the event that gave rise to such action or claim.
9.10. Publicity. TrustCloud may refer to Client as a TrustCloud customer, orally and in writing (including in promotion or marketing materials and on TrustCloud’s website and social media postings) unless Client has instructed TrustCloud not to refer to Client as a customer.
9.11. Engagement. TrustCloud may send emails to the Client about product and other company related updates. Client will have the option to opt-out or unsubscribe from these emails.
9.13. Entire Agreement: This Agreement contains the entire Agreement of the parties and supersedes all prior or contemporaneous agreements, understandings, proposals, letters of intent or letters of understanding or the like, whether written or oral between the parties.
Last modified: June 1, 2020.