DOPE.SECURITY END USER LICENSE AGREEMENT (EULA)
LAST UPDATED 10 MAY 2024
IMPORTANT — READ CAREFULLY ALL TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO ACCESSING THE SERVICE. BY ACCEPTING THIS AGREEMENT OR ACCESSING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCEPT THIS AGREEMENT OR ACCESS AND/OR INSTALL THE SERVICE AND CONTACT THE VENDOR WHO SOLD IT TO YOU. IF YOU ARE ACCEPTING THE AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER PARTY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY AS AN AGENT TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF THAT PARTY AND TO BIND THAT PARTY TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
This agreement may be periodically updated and the current version will be posted at https://dope.security/legal. Your continued use of the Products after a revised Agreement has been posted constitutes your acceptance of its terms.
This End User License Agreement, also referred to as Cloud Service Agreement, or End User Subscription Agreement (“Agreement”) is made and entered into by an authorized representative of the party entering into this Agreement (“Customer”) and dope.security inc.
1. Service
1.1 Description. Subject to the terms and conditions of this Agreement, during the Service Term (as defined in Section 12.1 below) dope.security inc. will provide the following service (“Service”) to Customer:
(i) Secure Web Gateway capability, web content filtering, cloud application controls, Shadow IT detection, and known malware detection;
(ii) CASB Neural capability, crawling of Customer’s Software-as-a-Service (Microsoft 365, Google Workspace, etc.) to identify Users’ external/public content and authorized 3rd-party applications;
(iii) data loss prevention content sensitivity & classification analysis of detected external/public content using large language models (referred to as Dopamine);
(iv) Private Access capability, secure access to behind-the-firewall applications through a tunnel;
(v) cloud-based analytics of User (as defined below) traffic; in each instance of (i) and (ii) above based on Customer Configurations (as defined below) set by Customer;
(vi) certain data, APIs, tools, or other information or materials provided by dope.security in conjunction with the Service; and
(vii) a software client that may be downloaded by Customer (“Software”) for use by Users (defined below) to access the Service.
As used herein, “User” means Customer’s employees, contractors, agents, other human, or machine & automated users of Customer's network on an individual basis that can establish a connection or activate or login to the Internet through any device such as a computer, laptop, phone, tablet or other mobile device, and the resulting data associated with such access as logged and available for reporting and analytics with the service. The Software component of the Service includes any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available by dope.security to Customer from time to time.
1.2 Customer Configurations. The Service does not include Customer Configurations, policies, and settings that are implemented and set by Customer through the Service, including, without limitation, the response rules of category filters, web application controls, user directory imports, and group or user based exception rules (collectively, “Customer Configurations”). Customer acknowledges and agrees that Customer is solely responsible for selecting the Customer Configurations and assuring that the selection conforms to Customer’s policies and procedures and complies with all applicable laws and regulations in jurisdictions in which Customer is accessing the Service.
1.3 Authentication Methods. As used herein, “Authentication Methods” shall mean Customer established logins, OIDC (OpenID Connect) protocol sessions, single-sign on through Customer established identity providers, temporary secure links provided by dope.security, security credentials, JWT (JSON Web Tokens), or authentication keys provided or used in relation to the Service. Customer is solely responsible for monitoring and controlling access to the Service, maintaining the confidentiality of the Authentication Methods, and for any use of the Service that occurs using such Authentication Methods.
1.4 License Count. In the event that Customer exceeds its licensed Device count (as measured in dope.security cloud service by summating the number of devices that have connected to the service in the past 30 days) or User count (as measured in the dope.security cloud service by summating the number of monitored users imported to the service in the past 30 days), the parties agree to automatically bill if the Customer is applicable, or invoice the Customer, with the number of new Device seats required by Customer for the remainder of the Service Term. As used herein, “Device” means Customer’s computer, laptop, phone, tablet, or other mobile device that establishes a connection to the Service through the Software, and, “User” means Customer’s user accounts imported through Microsoft 365 or Google Workspace.
1.5 Fees. The provision of the Service to Customer by dope.security under this Agreement is subject to Customer’s timely payment of all fees owed to dope.security or its authorized distributors or resellers transacting with Customer (“Authorized Resellers”) for use of the Service, as provided in Customer’s order. In the event of an overdue payment, Service will move into a grace period of 30 days after which it will be deleted. Notwithstanding any other term herein, Customer authorizes dope.security to provide relevant information to the Authorized Resellers related to Customer’s ordering, usage and compliance with this Agreement. All fees paid to dope.security are nonrefundable.
2. Access and License
2.1 Right to Access Service; Software License. Subject to the terms and conditions of this Agreement and the express restrictions contained in this Section, dope.security grants to Customer, solely in accordance with the applicable documentation as contained in, and set forth in, the designated product documentation section of the dope.security website at https://inflight.dope.security (“Documentation”):
(i) the right to access and use the Service during the Service Term and up to the number of Devices/Users for Customer’s own internal business operations and not for the benefit of any other person or entity; and
(ii) a personal, non-transferable, non-exclusive, non-sublicensable license during the Service Term to use and distribute the Software to Customer's Users in object code form only, solely for the purpose of accessing the Service.
2.2 Use Restrictions. Customer shall not, and shall prevent Users from using the Service to:
(i) resell, rent, lend, lease, distribute, or timeshare the Service (including on a “service bureau” basis), or otherwise provide third parties with access or grant third parties rights to the Service,
(ii) alter or remove any marks or proprietary legends contained in the Service;
(iii) circumvent or otherwise interfere with any authentication or security measures of the Service;
(iv) interfere with or disrupt the integrity or performance of the Service;
(v) send SPAM or any other form of duplicative and unsolicited messages, other than marketing and promotional messages to Customer's clients and prospective clients as contemplated by the Service; (vi) use the Service for anonymization;
(vii) violate the terms of use or other agreements governing the use and access of third party websites;
(viii) access all or any portion of the Service by means of any crawler, scraper, bot, spider, or any other similar script or automated process;
(ix) transmit through or post on the Service unlawful, libelous, tortious, infringing, or defamatory material; (x) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; or
(xi) use the Service or Software for more than the number of Devices/Users for which applicable fees have been paid. Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code, or underlying ideas or algorithms of the Software, and shall not modify, translate, or create derivative works based on any element of the Software.
2.3 Acceptable Use. Users shall not use the Service for any purpose other than as expressly authorized in this Agreement.
2.4 Reservation of Rights; Ownership. Except for the rights expressly granted herein, no other rights, express or implied, are granted to Customer under this Agreement. All right, title and interest in and to the Service, the Software and related Documentation are and shall remain the exclusive property of dope.security and its licensors. Customer acknowledges and agrees that: (i) the Service, the Software and related Documentation are protected under U.S. and foreign copyright and other intellectual property laws; (ii) dope.security and its licensors retain all copyrights and other intellectual property rights in the Service, the Software and related Documentation; (iii) there are no implied licenses under this license and any rights not expressly granted to Customer hereunder are reserved by dope.security; and (iv) Customer acquires no ownership or other interest in the Service, Software, or related Documentation (other than right to access the Service and the license rights expressly stated herein).
3. Customer Data
3.1 Definition. In its provision of the Service, dope.security may receive, store, and/or process network transaction records (“Transaction Records”), such as time of transaction, User IP address, username, email, URL, URL category, status (success or error), file type, response rule (allowed, denied, warning, bypassed, ignored), virus id, cloud application control, and other metadata (e.g. browser software used), and any other network traffic (and data related thereto) sent to or received from Customer through use of the Service, in detail and/or in an aggregate form.
dope.security may also receive, store, and/or process User content (“Content”), such as file name, sharing permissions, file activity (shared, unshared, accessed, usernames, groups), file content (complete file data, or text extractions), 3rd-party applications authorized by Users, application activity (authorization date, usernames, data permissions granted) and other related metadata hosted by the Customer and Customer-authorized to be processed by dope.security.
dope.security does not store file content data (complete file data or text extractions), only processed results.
In such cases, dope.security is acting in its capacity as a data processor and will process the Traffic Data and Content Data of Customer only on behalf of and under the direction of Customer (and its designees). In addition, dope.security may receive, store, process and retrieve other personally identifiable information uploaded through the dope.security cloud console or other means (“Administrative Data”). Administrative Data includes, for example, administrator identifying information, User and group names, and other personally identifiable information that the Customer has authorized. “Customer Data” means Content Data, Traffic Data, and Administrative Data.
3.2 Limited Use. While Customer (and its Users) retain all rights to the Customer Data submitted to the Service, dope.security may store, process, retrieve, and disclose Customer Data for the following purposes:
(i) providing the Service to Customer;
(ii) analyzing, maintaining, and improving the Service;
(iii) complying with legal, governmental, or contractual terms;
(iv) making malicious or unwanted content anonymously available to its licensors for the purpose of further developing and enhancing the Service; and
(v) anonymously aggregating and statistically analyzing malicious or unwanted content.
3.3 Obligations; Indemnification. Customer represents and warrants that:
(i) it will comply with all applicable privacy and data protection laws and regulations applicable to its business and its performance of its obligations under this Agreement with respect to any Customer Data uploaded to, submitted to, stored on, or processed by the Service; and
(ii) it will provide any notices and obtain required consents related to its use of the Service and dope.security’s provision of the Service, including those related to the collection, use, processing, transfer, monitoring, and disclosure of Customer Data. Customer will defend, indemnify, and hold harmless dope.security, its directors, officers, employees, agents, successors, and assigns from and against any actual or threatened third-party claims, actions, suits, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (I) a breach of the foregoing obligations; (II) Customer’s provision of Customer Data to dope.security; or (III) the receipt, storage, processing, or display of Customer Data by the Service or the Software.
4. Security and Disclaimer
dope.security utilizes commercially reasonable security measures and precautions intended to protect against unauthorized access, loss, or disclosure to Customer Data stored on dope.security servers. dope.security will exercise commercially reasonable efforts to deploy corrections of the Service upon learning of any material security breach. Customer will immediately notify dope.security upon learning of any breach, or attempted breach, of the security of the Service. Notwithstanding the foregoing, Customer acknowledges and agrees that, except as expressly set forth herein, dope.security is not responsible in any manner for Customer Data, and that Customer is solely responsible for maintaining adequate back-ups of Customer Data and assumes all risk related to the transmission and storage of Customer Data to the Service.
5. Confidentiality
5.1 Confidential Information. Either party may provide to the other information which is confidential in nature in connection with the Service and this Agreement (“Confidential Information”). All such information shall be marked as confidential in order to be protected hereunder. Notwithstanding the foregoing marking requirements, Customer acknowledges that the following constitutes Confidential Information of dope.security: know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Service; the design and architecture of the Service; the computer code, internal documentation, and design and functional specifications of the Service; the pricing of the Service if provided directly from dope.security; the terms of this Agreement; and any problem reports, analysis and performance information related to the Service. Customer Data shall be treated as Confidential Information of the Customer.
5.2 Confidentiality Obligations. During the term of this Agreement, and for a period of three (3) years after its termination, the receiving party
(i) shall not disclose, use, transmit, inform or make available to any third person or entity any of the Confidential Information of the other party, except as necessary to perform its obligations and exercise its rights under this Agreement, and
(ii) shall take such actions as are reasonably necessary and appropriate to preserve and protect the other party’s Confidential Information and its rights therein, including exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those of its employees or agents who require access in order to perform or receive the Service under this Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information of the other party to comply with legal, governmental or contractual terms. Notwithstanding any other term herein, to the extent that Customer provides any suggestions, comments or other feedback provided to dope.security or its licensors with respect to the Service, dope.security shall be free to use, disclose, reproduce, license or otherwise distribute and exploit Feedback without any obligation, restriction or duty to account.
5.3 Exceptions. Confidential Information does not include information that:
(i) is already known to the receiving party prior to receipt from the other party;
(ii) is or becomes publicly known other than through a wrongful act by the receiving party;
(iii) is rightfully received by the receiving party from a third party without breach of an obligation of confidentiality owed to the other party; or (iv) is independently developed by the receiving party without the use of the Confidential Information.
6. Support
Support Services provided with the Service are governed by the terms and conditions located at https://dope.security/legal and are incorporated into this Agreement by reference. The Service shall include any and all updates, upgrades and bug fixes that may be provided from time to time to Customer.
7. Warranty
7.1 Service Warranty. dope.security warrants that the material functions of the Service shall operate substantially in accordance with the applicable Documentation when used by Customer in accordance with the terms of this Agreement and such Documentation. dope.security shall provide the Service in accordance with the service levels set forth in the Service Level Agreement as contained and set forth on the dope.security website at https://dope.security/legal and incorporated herein by reference. The remedies set forth for the Service Level Agreement shall be Customer’s sole and exclusive remedy, and dope.security’s sole and exclusive liability, for any breach of the warranties set forth in this Agreement and in respect of any Service affecting events.
7.2 Disclaimer of Other Warranties. EXCEPT AS OTHERWISE PROVIDED ABOVE IN SECTION 7.1, CUSTOMER ACKNOWLEDGES IN ALL OTHER REGARDS THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSES, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
7.3 CUSTOMER FURTHER ACKNOWLEDGES THAT DOPE.SECURITY DOES NOT WARRANT THAT:
(I) THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
(II) THE SERVICE IS NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE;
(III) THE SERVICE WILL ALWAYS BLOCK ACCESS TO THE ADDRESSES AND APPLICATIONS THAT ARE CONTAINED THEREIN;
(IV) THE SERVICE WILL CONTAIN EVERY FORESEEABLE URL ADDRESS OR APPLICATION THAT SHOULD POTENTIALLY BE BLOCKED;
(V) ADDRESSES AND APPLICATIONS CONTAINED IN THE SERVICE WILL BE APPROPRIATELY CATEGORIZED; OR
(VI) THE FEATURES, CATEGORIES, OR FUNCTIONALITIES OF THE SERVICE WILL BE AVAILABLE AT ANY TIME IN THE FUTURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS DO NOT WARRANT (I) THE VALIDITY OF CERTIFICATES FOR WEBSITES AND (II) MAY DELIVER WEBSITES WITHOUT NOTIFYING CUSTOMER IF THE WEBSITE CERTIFICATES HAVE EXPIRED OR ARE OTHERWISE INVALID, AND THAT DOPE.SECURITY HAS NO LIABILITY FOR EACH OF THE FOREGOING.
7.4 NOTWITHSTANDING ANY OTHER TERM HEREIN, DOPE.SECURITY MAKES NO REPRESENTATIONS AND UNDERTAKES NO INDEMNIFICATION OBLIGATIONS REGARDING, ARISING FROM OR RELATED TO THE LEGALITY OF MONITORING, INSPECTION, DECRYPTION AND/OR RE-ENCRYPTION OF INFORMATION IN ANY PARTICULAR JURISDICTION, AND CUSTOMER SHALL BE SOLELY RESPONSIBLE AND DOPE.SECURITY SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT CUSTOMER’S PROPOSED OR ACTUAL USE OF THE SERVICE OR PRODUCTS COMPLIES WITH APPLICABLE LAWS.
7.5 CUSTOMER ACKNOWLEDGES AND AGREES THAT DOPE.SECURITY WILL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, ACTIONS, DAMAGES, SUITS, OR PROCEEDINGS RESULTING FROM:
(A) THE USE OF THE SERVICE BY CUSTOMER OR BY THIRD PARTIES;
(B) SECURITY BREACHES; OR
(C) EAVESDROPPING, INTERCEPTION, FAILURE OF DELIVERY OR LOSS OF DATA SENT, STORED, OR RECEIVED USING THE SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF DOPE.SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
7.6 CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR SELECTING CONFIGURATIONS, POLICIES AND PROCEDURES, WITHOUT LIMITATION, THE CONFIGURATION OF CATEGORY RESPONSE RULES, CLOUD APPLICATION CONTROLS, AND FOR ASSURING THAT THE SELECTION
(A) CONFORMS TO CUSTOMER’S POLICIES AND PROCEDURES AND
(B) COMPLIES WITH ALL APPLICABLE LAWS IN THE JURISDICTION IN WHICH CUSTOMER OPERATES OR IS REGISTERED.
7.7 CUSTOMER MAY LINK TO THIRD PARTY SITES THROUGH THE USE OF THE SERVICE. THIRD PARTY SITES ARE NOT UNDER THE CONTROL OF DOPE.SECURITY, AND DOPE.SECURITY IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY THIRD PARTY SITES, ANY LINKS CONTAINED IN THIRD PARTY SITES, OR ANY CHANGES OR UPDATES TO THIRD PARTY SITES.
8. Limitation of Liability
EACH PARTY EXCLUDES LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING LOSS OF PROFITS, LOSS OF DATA, AND BUSINESS INTERRUPTION) OR COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, EACH PARTY’S MAXIMUM LIABILITY WHETHER FOR BREACH OF THIS AGREEMENT OR IN TORT (INCLUDING NEGLIGENCE) OR FOR ANY OTHER COMMON LAW OR STATUTORY CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED IN THE AGGREGATE TO TWO TIMES THE FEES PAID FOR THE SERVICE. NO TERMS OF THIS CLAUSE OR ELSEWHERE IN THE AGREEMENT SHALL OPERATE TO LIMIT OR EXCLUDE:
(I) CUSTOMER’S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, OR
(II) CUSTOMER’S USE OF THE SERVICE IN A MANNER THAT IS INCONSISTENT WITH THE TERMS OF THIS AGREEMENT. FOR ANY LIABILITY WHICH CANNOT BE EXCLUDED, BUT CAN BE LIMITED, DOPE.SECURITY’S LIABILITY IS LIMITED TO RE-SUPPLYING OR PAYING THE COST OF RE- SUPPLYING SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF DOPE.SECURITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
9. Intellectual Property Indemnity
9.1 Indemnity. Subject to the limitations set forth in this Agreement, dope.security will defend Customer, at its expense, and shall pay any amounts finally awarded by a court of competent jurisdiction or agreed to in settlement by dope.security in writing signed by its General Counsel for any action brought by a third party against Customer alleging that the Service provided under this Agreement directly infringes any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) of such third party, provided, however, that Customer promptly notifies dope.security in writing upon learning of the claim, and gives information, assistance and sole authority to dope.security to defend and settle the claim.
9.2 Options. If the Service becomes or in dope.security’s opinion may become subject to an infringement claim, dope.security may at its sole option and at its own expense
(i) procure for Customer the right to continue using the Service;
(ii) replace the Service with a functionally equivalent non-infringing Service;
(iii) modify the Service so it becomes non-infringing;
or if (i)-(iii) are not commercially reasonable in dope.security’s sole discretion, dope.security may terminate the right to use the allegedly infringing Service and refund a pro-rated portion of the Service fees paid by Customer for the Service not yet provided for the allegedly infringing Service. Upon dope.security’s performance of (i), (ii), or (iii) above, the liability and indemnification obligation of dope.security for such alleged infringement will terminate with respect to all damages arising from such alleged infringement after the date of dope.security’s performance.
9.3 Exclusions. dope.security will have no obligation to defend or indemnify Customer in the event that Customer agrees to settle any claim without the prior written consent of the General Counsel of dope.security or for any liability arising out of or relating to any allegations or claims of infringement, or in the case of or to the extent that the alleged infringement is based on:
(i) a modification of the Service not performed by dope.security;
(ii) use of the Service other than in accordance with the documentation or the terms of this Agreement;
(iii) use of a release of the Software no longer supported by dope.security;
(iv) use of a release of the Software without having implemented all updates, the use of which would have cured the alleged infringement;
(v) any third party software or third party products not provided by or on behalf of dope.security; or
(vi) use of the Service in combination with any other hardware, software, system or material where, absent such combination, the Service would not be infringing. This Section states dope.security's entire liability for actual or alleged infringement and Customer's sole and exclusive remedy in relation thereto.
10. Open Source Software
Open Source Software. The Software may be distributed with open source software which is subject to the terms of the applicable open source software license agreement and not the terms and conditions of this Agreement. Customer may access the open source software copyright notices, terms and conditions at https://dope.security/legal. All open source software is provided WITHOUT ANY WARRANTY INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Copyrights to the open source software are held by the copyright holders indicated in the copyright notices in the corresponding source files. dope.security will make source code available to Customer as required by the applicable open source software license agreement as set forth in https://dope.security/legal.
11. Beta or Test Service
Beta or Test Service. From time to time, dope.security may invite Customer to access products or services that are not generally available to its customers (“Non-GA Services”). Customer may accept or decline any such trial in its sole discretion. Non-GA Services are provided for evaluation purposes and not intended for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. dope.security may discontinue Non-GA Services at any time at its sole discretion and may never make them generally available. Notwithstanding any other term in the Agreement, the following section applies to any Non-GA Service accessed by Customer. CUSTOMER ACKNOWLEDGES THAT THE NON-GA SERVICES ARE UNTESTED, PRELIMINARY IN FORM AND/OR IN A TEST ENVIRONMENT. THE NON-GA SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES OR REPRESENTATIONS WHATSOEVER. THE TERMS OF THE SERVICE LEVEL AGREEMENT SHALL NOT APPLY TO ANY NON-GA SERVICES. NOTWITHSTANDING ANY OTHER TERM IN THE AGREEMENT DOPE.SECURITY’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT FOR ALL CAUSES OF ACTION RELATING TO OR ARISING FROM THE NON-GA SERVICES, REGARDLESS OF WHETHER ARISING IN TORT, CONTRACT OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO AND NOT EXCEED U.S. $5,000.
12. Term and Termination
12.1 Term; Service Term. This Agreement shall commence on the Effective Date and continue until terminated. The service term of the Agreement (“Service Term”) shall commence on the date that dope.security makes the Service available to Customer (which shall be deemed to be the date dope.security cloud console receives an order or distributor/reseller places an order on behalf of Customer) and shall continue for the period specified by the dope.security SKU ordered by Customer.
12.2 Termination for Breach. Each party may terminate this Agreement immediately by giving notice to the other party if the other party is in breach of a material provision in this Agreement and, if such breach is capable of remedy, does not rectify such breach within thirty (30) days of receiving a notice to do so, unless in the case of Customer’s failure to pay for Service in which case the grace period shall be thirty (30) days. After 30 days, the Customer’s access to the Service will be terminated.
12.3 Other Termination Rights. dope.security may terminate this Agreement upon thirty (30) days’ notice to Customer, when practicable,
(i) if dope.security determines that providing the Service could create a substantial economic or technical burden or security risk for dope.security,
(ii) in order to comply with applicable government regulations or laws or requests of governmental entities, or
(iii) if dope.security determines use of the Service by Customer or its provision of the Service to Customer has become impractical for any legal or regulatory reason.
12.4 Effect of Termination. Upon termination, Customer agrees to cease all use of the Service and associated documentation, installed or otherwise, and destroy all copies of any Software, deliverables and accompanying documentation that are in Customer's possession or under Customer's control.
12.5 Survival. Notwithstanding the expiration or termination of this Agreement or any renewal period hereof, it is acknowledged that those rights and obligations that by their nature are intended to survive such expiration or earlier termination shall survive, including, without limitation, the following provisions: Section 2.5 (Reservation of Rights; Ownership); Section 3 (Customer Data); Section 5 (Confidentiality); Section 7.2-7.7 (Disclaimer of Other Warranties); Section 8 (Limitation of Liability); Section 9 (Intellectual Property Indemnity); Section 12 (Term and Termination); and Section 14 (General Provisions).
13. Export
Customer acknowledges that the Software and any other materials delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees and warrants that it will comply strictly with these laws and regulations and acknowledges that Customer has the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery to Customer. Customer represents and warrants to dope.security that it complies with Chapter 15 of the US Code of Federal Regulations Subchapter C Part 762 (the “EAR Record Keeping Requirements”) related to or arising from the subject matter of this Agreement. Upon ten business days’ notice, or as soon as practicable if required sooner by a government or regulatory official request, Customer shall provide dope.security with electronic copies (unless in a format as otherwise agreed by the parties) of all relevant records required to be retained by Customer pursuant to the EAR Record Keeping Requirements.
14. Miscellaneous
Neither the license to use nor this Agreement are assignable or transferable by Customer without prior written notice, to and written consent from, dope.security; any attempt to do so shall be void. Any notice, report, approval or consent required or permitted hereunder shall be in writing. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement and all non-contractual obligations arising from or connected with the same shall be governed by and construed in accordance with the laws of:
(a) the State of California without regard to the conflicts of laws provisions thereof for a Customer in the Americas and such Customer consents to the sole jurisdiction and venue of the state or federal courts of Santa Clara County, California for actions related to the subject matter hereof and irrevocably waive any objection on the grounds of venue, forum non conveniens or any similar grounds; or
(b) England and Wales without regard to the conflicts of laws provisions thereof for a Customer in APAC/EMEA and such Customer consents to the sole jurisdiction and venue of the courts of London, England for actions related to the subject matter hereof and irrevocably waive any objection on the grounds of venue, forum non conveniens or any similar grounds.
The United Nations Convention on Contracts for the International Sale of Goods or the Uniform Commercial Code or similar statutes shall not apply with respect to this Agreement. Except for actions related to the secrecy of confidential information or the protection of the proprietary rights of dope.security and its suppliers, no action arising or resulting from this Agreement, may be brought by either party more than two (2) years after the cause of action accrued. Customer agrees that a material breach of this Agreement would cause irreparable injury to dope.security, its suppliers and/or its licensors for which monetary damages would not be an adequate remedy and that dope.security, its suppliers and its licensors shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law. Any waivers or amendments shall be effective only if made in writing by non-preprinted agreements clearly understood by both parties to be an amendment or waiver and signed by an authorized representative of the respective parties. Customer consents to its logo and name to be included in any listing of dope.security’s current Customers on dope.security’s website and marketing materials. Customers who do not want to be listed may email us at hello@dope.security to request not to be used as a reference. Both parties agree that this Agreement is the complete and exclusive statement of mutual understanding of the parties in regards to the Services and takes precedence over all previous agreements relating to the Services.
