These Sleuth Terms of Service (this “Agreement”) is entered into by and between Sleuth Enterprises, Inc. (“Company”) and the entity or person placing an order for or accessing the Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below, any exhibits or addenda identified below. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.
Please note that Company may modify the terms and conditions of this Agreement in accordance with Section 10 (Miscellaneous).
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
1. SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company will provide Customer the services (the “Services”) that you have purchased in the applicable ordering documentation, online sign-up, or subscription flow that references this Agreement (the“Order Form”).
1.2 As part of the registration process, Customerwill identify an administrative username and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel, passwords it deems inappropriate because they are not sufficiently secure. In the event of cancellation of a password, Company will provide Customer advance written notice of such cancellation and provide Customer an opportunity to change such password prior to cancellation.
1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practices.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, (i)reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”), (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services), (iii) usethe Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, or (iv) remove any proprietary notices or labels.
2.2 Customer may not remove or export from the United States, or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and warrants that (i) Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations, (ii) Customer Data (as defined below) is free of all viruses, Trojan horses, and other elements which could interrupt or harm the systems or software used by Company to provide the Services, and (iii) no Customer Data is illegal or unlawful or infringes any third party's legal rights. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing. The Services are provided solely for Customer’s internal business needs. Customer shall not sell or sublicense access to the Services.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, op-erating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer accounts, passwords (including but not limited to administrative and user accounts and passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information includes, but is not limited to, (i) any information (including any and all combinations of individual items of information) disclosed (directly or indirectly) by the Disclosing Party to the Receiving Party pursuant to this Agreement that is in written, graphic, machine readable or other tangible form (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, discoveries, ideas, processes, designs, drawings, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment) and is marked “Confidential,” “Proprietary” or if a reasonable person would understand it to be confidential or proprietary under the circumstances of its disclosure.; (ii) oral information disclosed (directly or indirectly) by Disclosing Party to the Receiving Party pursuant to this Agreement; and (iii) information that, due to its nature and circumstances surrounding disclosure, a reasonable person would consider confidential. Confidential Information may include information of a third party that is in the possession of the Dis-closing Party and is disclosed to the Receiving Party under this Agreement. Confidential Information of Company also in-cludes information regarding features, functionality and performance of the Service. Confidential Information of Customer also includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”).
3.2 Confidential Information shall not, however, include any information that (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure by the Disclosing Party to the Receiving Party; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure by the Dis-closing Party to the Receiving Party through no wrongful action or inaction of the Receiving Party; (iii) is in the rightful possession of the Receiving Party without confidentiality obligations at the time of disclosure by the Disclosing Party to the Receiving Party as shown by the Receiving Party’s then-contemporaneous written files and records kept in the ordinary course of business; (iv) is obtained by the Receiving Party from a third party without an accompanying duty of confidentiali-ty and without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiv-ing Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by written records and other competent evidence prepared contemporaneously with such independent development.
3.3 If the Receiving Party becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, the Receiving Party will provide the Disclosing Party prompt written notice, if legally permissible, and will use its commercially reasonable efforts to assist the Disclosing Party in seeking a protective order or another appropriate remedy at the Disclosing Party’s expense. If the Disclosing Party waives the Receiving Party’s compli-ance with this Agreement or fails to obtain a protective order or other appropriate remedy, the Receiving Party will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
3.4 The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose except to except in performance of the Services or as otherwise permitted herein. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties or to the Receiving Party’s employees who are not required to have such information in order in perform of the Services or as otherwise permitted herein. The Receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Disclosing Party’s Confidential Information and that are provided to the Receiving Party under this Agreement.
3.5 The Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, the Receiving Party shall take at least those measures that it employs to protect its own confidential information of a similar nature and shall ensure that its employees who have access to Confidential Information of the Disclosing Party have signed a non-disclosure agreement at least as protective of the Disclosing Party and its Confidential Information as the provisions of this Agreement, prior to any disclosure of the Disclosing Party’s Confidential Information to such employees. The Receiving Party shall re-produce the Disclosing Party’s proprietary rights notices on any such authorized copies in the same manner in which such notices were set forth in or on the original. The Receiving Party shall promptly notify the Disclosing Party of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Disclosing Party’s Confidential Information of which the Receiving Party becomes aware.
3.6 The parties agree that these confidentiality obligations shall survive for two (2) years following the termination or expiration of this Agreement.
4. PROPRIETARY RIGHTS
4.1 Customer shall own all right, title and interest in and to the Customer Data. Customer hereby grants to Company a nonexclusive license to use Customer Data to provide the Services during the Term (as defined below) of this Agreement. Company shall own and retain all right, title and interest in and to the Services and Software and all improvements, enhancements or modifications thereto and all intellectual property rights related to any of the foregoing.
4.2 Notwithstanding anything to the contrary, Company shall have the right collect and analyze deidentified and/or aggregated data and other information that does not identify Customer or any individual relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Company will be free (during and after the term hereof) to (i) use such deidentified and/or aggregated information and data to improve and enhance the Ser-vices and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1 Customer will pay Company the then applicable fees described in the Order Form, for the Services in accordance with the terms therein (the “Fees”). If Customer’s use requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term (as defined in the Order Form) or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believesthat Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
6. TERM AND TERMINATION
6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Ser-vices are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Customer hereby agrees to, at its expense, (i) defend, or at its option settle, any claim brought against Company by a third party alleging that Customer’s misuse of the Services infringed such party’s patent registered as of the Effective Date, or any copyright or trademark of such party, or made unlawful use of such party’s trade secret (each, an “Infringement Claim”) and (ii) indemnify Company against and pay (1) any settlement of such Infringement Claim consented to by Cus-tomer or (2) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the prior written consent of the other party, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganizations, or the sale of all or substantially all the assets of the business to which the Agreement relates or to an affiliate that is able to satisfy the obligations of the assigning party under this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Company may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time upon notice to Customer, which may be provided via e-mail or posting an updated version on Company’s website; provided that any changes to pricing terms shall be effective upon Customer’s next renewal. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; upon receipt, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.