Act Security - Product Terms of Use

This Terms of Use and License Agreement (the “Agreement”) is a legally binding agreement between Act Security Inc., on its own behalf and on behalf of its affiliates (collectively, “Act”), and the entity that executes or accepts this agreement, whether by an order form, quote, purchase order, statement of work, or similar ordering document (each, an “Order”) referencing this EULA, or by clicking “Accept” (or a similar button or mechanism) to accept this Agreement (in each case, the “Customer” or “you”). The “Effective Date” means the date specified in the applicable Order.

This Agreement governs Customer’s access to and use of Act’s cloud security platform, including any related software made available by Act as part of the Service (the “Software”), and its interfaces, dashboards, APIs, agents or connectors (if any), and Related Documentation (collectively, the “Service”). “Related Documentation” means Act’s then-current technical documentation for the Service (e.g., user guides, configuration instructions, API documentation, and release notes). By clicking “Accept” (or a similar button), or by accessing or using the Service, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms. If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind that entity, and references to “Customer” and “you” will refer to that entity. If you do not agree to this Agreement, do not click “Accept” and do not access or use the Service.

1. License. Act hereby grants you a limited, non-transferable, non-exclusive, non-sublicensable, revocable, and temporary license during the Term to access and use the Service solely for Customer's internal business purposes, or as otherwise specified in the applicable Order (the “License”). Except for the limited rights expressly granted, Act reserves all rights, title, and interest in and to the Service and all related intellectual property.

2. Restrictions. Customer shall not, and shall not encourage or permit any third party to: (a) alter, merge, adapt, modify, translate, reverse engineer, decompile, disassemble, or otherwise derive, or attempt to derive, the source code of the Service or any Software made available through or in connection with the Service; (b) modify, translate, adapt, or create derivative works of the Service; (c) access or use the Service to build, benchmark, develop, or support any competing or substantially similar product or service; (d) copy, sell, rent, lease, transfer, sublicense, distribute, time-share, or otherwise make the Service available to any third party; (e) bypass, work around, or disable any technical limitations, security features, or access controls, or interfere with the integrity or performance of the Service; (f) remove or alter any proprietary notices or labels; (g) use the Service for any purpose other than as expressly permitted under this Agreement; or (h) use the Service in violation of any applicable law.

3. Customer Data; Service Outputs. As between the parties, you retain all rights, title, and interest in and to the data you submit to the Service or that the Service processes on your behalf in connection with your use of the Service (“Customer Data”). Act may process Customer Data solely to provide, secure, support, maintain, and improve the Service and as otherwise necessary to perform its obligations under this Agreement, and shall not use Customer Data for any other purpose except as permitted by applicable law. Notwithstanding the foregoing, Act retains all rights, title, and interest in and to any telemetry, technical logs, configuration data, device and security signals, and other usage information and derived data, including metadata that is generated, collected, or derived by or through the Service, and any recommendations, suggested campaigns, and proposed policy enforcement actions generated by or through the Service (collectively, “Service Outputs”). Act may collect, use, host, store, transmit, disclose (to Act's service providers acting on Act's behalf), and otherwise process Service Outputs for any lawful purpose, including to provide, secure, support, maintain, and improve the Service, for analytics, benchmarking, product development, and for the proper management and administration of Act ’s business. Where required by applicable law, Act will handle personal data in accordance with applicable law and as described in Act’s Privacy Policy https://act.security/privacy-policy.

4. Feedback. If you provide ideas, suggestions, or feedback regarding the Service (“Feedback”), any such Feedback, and all improvements, enhancements, modifications, developments, and derivative works based on, derived from, or incorporating Feedback, are and shall be Act’s sole intellectual property, and Act will own all right, title, and interest therein. To the extent any rights in any Feedback vest in you, you hereby irrevocably assign (and agree to assign) to Act all right, title, and interest in and to such Feedback and related rights, without additional consideration.

5. Title. Act retains all rights, title, and interest in and to the Service, Software, and any related materials and documentation, Service Outputs, and the Confidential Information, including all intellectual property rights therein. Without limiting the foregoing, Act owns all derivatives, fixes, improvements, modifications, results, Feedback, and suggestions to or in connection with the Service, Software, or any related materials, made during, after, in connection with, or as a result of this Agreement or the Confidential Information.

6. Confidentiality. “Confidential Information” means: (i) the Service, Software, and any related materials made available by Act , and any accompanying or Related Documentation; (ii) any Feedback from Customer relating to the Confidential Information; and (iii) any information (whether tangible, oral, electronic or in any other form or media) that is designated as confidential or that Customer should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Customer will keep confidential the Confidential Information using at least the same degree of care as it uses for its own confidential information, but in any event no less than reasonable care, and shall not disclose the Confidential Information to any third party, except, on a need-to-know basis, to Customer’s employees and contractors who are bound by confidentiality obligations at least as protective as those set forth herein.

7. Payment. Unless otherwise specified in an Order, the fees for the Service will be as set forth in the applicable Order. The Service may be provided free of charge solely during a limited proof-of-value, pilot, or evaluation period (“POV”), if and to the extent expressly agreed in an Order. Following the POV period (or if usage exceeds any POV limits), the Service will be charged in accordance with the applicable Order. The fees may be subject to a prospective true-up mechanism, to be reviewed on an annual basis. Following each annual review, the fees will be adjusted upward as necessary, and will be used as the baseline quantity for the following year’s Order fee. Fees are exclusive of all applicable taxes (including sales, use, VAT, GST and similar transaction taxes), which Customer will pay. If Customer is required to withhold any taxes from payments to Act, Customer will gross up the payment so Act receives the full invoiced amount and will provide documentation of the withholding. Overdue amounts will accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until paid. If you do not agree with the applicable fees, your sole remedy is to discontinue use of the Service and terminate this Agreement in accordance with Section 8.

8. Term and Termination. The term of this Agreement shall be as of the Effective Date and for the period specified in the applicable Order. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach within 30 days after written notice thereof, or on immediate notice in the event of the other party’s insolvency, making an assignment for the benefit of creditors, or ceasing to do business. Immediately following termination, Customer shall cease all access to and use of the Service in accordance with Act’s reasonable instructions. Upon termination of this Agreement, the Customer shall destroy all copies of the Software and Related Documentation in its possession or control, and shall delete or uninstall any Software, including all related components. Customer shall not be entitled to any refund, except to the extent expressly provided in an applicable Order. The provisions of Sections 3 and 5-13 and 15 of this Agreement shall survive termination.

9. Limitation of Liability. THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE SERVICE MAY BE PROVIDED IN A BETA, PILOT, PRE-RELEASE, EVALUATION VERSION OR COMMERCIAL VERSION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ACT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL DETECT OR PREVENT ALL SECURITY EVENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED (A) THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) IF NO AMOUNTS WERE PAID, $1,000 (ONE THOUSAND DOLLARS).

10. Open Source. The Service may include third party open-source components subject to their applicable license terms, which will be provided upon request. In the event of a conflict, such license terms will prevail with respect to the applicable components.

11. Assignment. You may not assign this Agreement without Act’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. Act may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided that the assignee assumes Act's obligations under this Agreement.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. The parties hereby submit to the exclusive jurisdiction of the competent courts located in , Delaware, US.

13. Updates; Prevailing Terms. Act may update this Agreement from time to time by posting an updated version online and providing notice (including by email and/or in-product notice). The version posted online will be the binding version from its posting date and will apply to Customer’s continued use of the Service thereafter. In the event of a conflict between an Order and this Agreement, this Agreement will control unless the Order expressly states that it supersedes specific provisions of this Agreement.

14. Publicity. Act may use Customer’s name and logo on its website and in its promotional materials to state that Customer is user of the Service.

15. Entire agreement. This Agreement and any applicable Order or POV are the entire agreement regarding the Service and supersede prior or contemporaneous understandings on the subject. If any provision is unenforceable, the remaining provisions remain in effect.

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