These Service Terms and Conditions (“Agreement”) constitute a contract between Salt Security, Inc. with offices at 3921 Fabian Way, Palo Alto, California 94303 (“Salt Security”), and you (“Customer”). Customer agrees to be bound by the terms of this Agreement upon the earlier of: (a) its download, installation, access to or use of any of Salt Security’s software or services (including, but not limited to, the Salt Security Platform); or (b) its express consent to this Agreement (“Effective Date”). This Agreement includes and incorporates any Order under which Customer purchased any of Salt Security’s software or services, and any subsequent Orders. If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have proper authority to bind such entity and are agreeing to this Agreement on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these terms and conditions, you may not use any Salt Security software or services.
1.1. “Applicable Laws” means all laws, statutes, ordinances, regulations and other types of government directives applicable to the access, use or provision of the Salt Security Platform, including all Customer Data processed thereby.
1.2. “Customer Data” means all electronic information provided by, or on behalf of, Customer in connection with the Salt Security Platform, including any personal data as that term is defined under Applicable Laws. Customer Data does not include Usage Data.
1.3. “Documentation” means the user guides, operating manuals and all other descriptions of the Salt Security Platform. The Documentation shall be considered Salt Security Confidential Information.
1.4. “Installed Software” means any software provided by Salt Security to be installed by Customer solely for use with the Salt Security Platform.
1.5. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.6. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs designed to intentionally disrupt or disable any systems, software, applications, files or other data.
1.7. “Order” means an ordering document for the Salt Security Platform prepared by Salt Security, signed by Customer, and accepted by Salt Security. If Customer subscribes through a reseller or marketplace, then such reseller or marketplace’s applicable ordering document shall apply (once accepted by Salt Security), solely with respect to the fees, volumes and services ordered.
1.8. “Salt Security Platform” means Salt Security's proprietary API protection and cybersecurity platform, including any related software code, utility, application interface, tools, or services; the Installed Software (including any open source or third party software); Support; Documentation; and any updates, upgrades, versions, enhancements, improvements, derivative works, and modifications of the foregoing, including the general know-how and machine learning developed over time.
1.9. “Subscription Term” means the period of time during which Customer may access the Salt Security Platform as set forth in any applicable Order, including any subsequent Renewal Term(s).
1.10. “Usage Data” means data and information related to Customer’s use of the Salt Security Platform in an aggregate and anonymized manner, including to compile statistics and performance information related to the provision and operation of the Salt Security Platform. Usage Data does not incorporate any Customer Data or identify Customer’s Confidential Information.
1.11. “User” means any individual employee, contractor or agent of Customer authorized by Customer to use the Salt Security Platform, in accordance with this Agreement, during the Subscription Term.
2.1. License/Right to Use. Salt Security will make the Salt Security Platform available to Customer pursuant to the terms of this Agreement and the relevant Order during the Subscription Term. Other than any Installed Software, the Salt Security Platform is hosted by Salt Security and provided to Customer as a service. Salt Security hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (a) right to access and use the Salt Security Platform, and (b) if applicable, license to install and use the Installed Software solely in object code form, in each case solely for Customer’s internal business purposes during the Subscription Term, and subject to the terms and conditions set forth in this Agreement.
2.2. Provision of the Salt Security Platform. Salt Security will provide Users with access to the Salt Security Platform as directed by Customer. User accounts and passwords are specific to individual Users and shall not be shared. Salt Security may enhance or modify the Salt Security Platform in its sole discretion, provided it does not materially reduce the core functionality of the Salt Security Platform.
2.3. Beta and Evaluation Services. Beta functionality and any provision of the Salt Security Platform to Customer as part of a free trial or evaluation is provided “AS IS” and shall not be subject to any representations, warranties, indemnification obligations, service level agreements or other support obligations, and shall be terminable by either party at any time for any or no reason. Notwithstanding anything to the contrary herein, Salt Security’s maximum liability with respect to any trial, evaluation or beta functionality, whether based in contract, warranty, tort (including negligence), product liability or otherwise, even if apprised of the possibility of any such loss or damage, shall be limited to $500.00 USD.
2.4. Affiliates. If the Order explicitly provides Customer the right to allow its Affiliates to use the Salt Security Platform, Customer shall ensure that each such Affiliate complies with the terms and conditions therein and Customer shall be responsible for any breach of this Agreement by any such Affiliate. “Affiliate” means any entity that Controls, is Controlled by, or is under common Control with the Customer, where “Control” means ownership, directly or indirectly, of 50% or more of the voting interest with the power to direct or cause the direction of the management and policies of such entity. The defined term “Customer” includes any authorized Affiliates.
2.5. Support. During the Subscription Term, Salt Security will provide Customer with Salt Security’s standard level of support and uptime as set forth in the Salt Security’s Service Level Agreement, attached hereto and incorporated into this Agreement as Exhibit A, at no additional charge (“Support”).
2.6. Customer Responsibilities. Customer is solely responsible for: (a) all uses of the Salt Security Platform and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted or in violation of this Agreement; (b) all acts and omissions of Users and each User’s compliance with this Agreement, and shall use and cause its Users to use the Salt Security Platform only in accordance with the Documentation (any breach of this Agreement by a User shall be deemed a breach by Customer); (c) the entry, accuracy, integrity, and legality of Customer Data and the means by which it acquires and uses such Customer Data; and (d) determining the suitability of the Salt Security Platform for Customer’s business and complying with all Applicable Laws. Customer represents and warrants to Salt Security that: (i) it has the right, including all consents required by Applicable Laws, to provide or make available the Customer Data to Salt Security in connection with the use of the Salt Security Platform; and (ii) it will not circumvent or attempt to circumvent any controls within the Salt Security Platform designed to limit certain personal data from being stored by (and in the case of certain Installed Software, transmitted to) Salt Security.
2.7. Restrictions. Customer shall not use the Salt Security Platform for any purposes beyond the scope of access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any User to: (a) copy, modify, or create derivative works of the Salt Security Platform or Documentation, in whole or in part; (b) sublicense, resell, lease, rent, loan, distribute, or otherwise make available or transfer rights or usage to all or any portion of the Salt Security Platform, or provide the Salt Security Platform on a timesharing, service bureau or other similar basis; (c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Salt Security Platform or related Documentation; (d) remove any proprietary notices from the Salt Security Platform or Documentation; (e) use the Salt Security Platform or related software and Documentation in any manner or for any purpose that violates this Agreement or infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any Applicable Laws, including without limitation for any attack or attempted attack on a third party; (f) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Salt Security Platform or the data contained therein; (g) publish the results of any benchmarking or other comparative analysis of the Salt Security Platform.
2.8. Third-Party Services. Customer’s use of products, software or services that are not licensed to Customer directly by Salt Security (“Third-Party Services”) shall be governed solely by any terms and conditions applicable to such Third-Party Services. Salt Security does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Services, including without limitation, the privacy and data security practices or other policies related to Third-Party Services. Customer agrees to waive any claim against Salt Security with respect to any Third-Party Services.
3.1. Processing of Customer Data. Salt Security may use Customer Data for the sole purpose of providing the Salt Security Platform and performing its obligations under this Agreement, including for the improvement of the Salt Security Platform through Salt Security’s artificial intelligence and machine learning capabilities.
3.2. Data Protection. Salt Security will use commercially reasonable efforts to maintain administrative, physical and technical safeguards consistent with applicable industry standards designed to protect the security, confidentiality and integrity of Customer Data. Any data processing and protection agreement entered into by the parties in connection with the data provided to the Salt Security Platform is hereby incorporated into this Agreement and shall be fully governed by this Agreement, including any limitations of liability set forth herein. Notwithstanding the foregoing, Customer will not knowingly store any personal data in the Salt Security Platform, and accordingly, Salt Security will not be responsible for any liability or loss arising from Customer storing such data in the Salt Security Platform.
3.3. Usage Data. In the course of providing Customer with the Salt Security Platform, Salt Security may also collect, use, process and store Usage Data in order to create and compile anonymized and aggregated statistics about the Salt Security Platform. Salt Security shall have the right to use such data in any manner permitted under Applicable Laws.
Salt Security (and its licensors where applicable) owns and retains all right, title and interest (including all Intellectual Property Rights) to the Salt Security Platform, the Usage Data, and any suggestions, ideas, recommendations, enhancement or feature requests, or other feedback provided by Customer (or any of its Users) to Salt Security (collectively, “Feedback”) in relation to the Salt Security Platform, which Customer hereby assigns to Salt Security, and may be used by Salt Security for any purpose, in perpetuity, without compensation or restrictions of any kind. For clarity, Feedback does not include Customer Confidential Information. As between the parties, Customer owns all right, title and interest (including all Intellectual Property Rights) in and to Customer Data.
5.1. Fees and Payment. Customer shall pay all amounts invoiced by Salt Security in any applicable Order in United States dollars (“Fees”). Except as expressly set forth in this Agreement, Orders are non-cancellable, and Fees are nonrefundable. Fees are due no later than thirty (30) days after the invoice date, unless otherwise noted in the Order. Unless otherwise provided in an Order, Fees do not include any taxes (including any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT, GST, excise, sales, use or withholding taxes), and Customer is responsible for payment and reimbursement of all taxes associated with its purchases hereunder, excluding any taxes based on Salt Security’s net income. Customer may enter into a subscription for the Salt Security Platform through a Salt Security authorized reseller, in which case Customer shall pay all Fees to the applicable reseller, and any amounts to which Customer may be entitled due to a breach of this Agreement will be provided through such reseller.
5.2. Additional Capacity. In the event Customer exceeds the monthly API capacity set forth in any Order in a single month, Customer shall contact Salt Security to discuss the overage and determine a plan to either reduce API capacity in future months or purchase additional capacity. In the event Customer exceeds the annual API capacity set forth in any Order prior to the end of the applicable 12 month period, Salt Security, or its authorized reseller, is hereby authorized to invoice Customer (and Customer shall pay, in accordance the payment terms set forth in the most recent Order) for such increased capacity at Salt Security’s (or such reseller’s) then-current rates, prorated for the remainder of the then applicable Subscription Term. Any such additional capacity, and corresponding Fees, shall apply for the remainder of the then-applicable Subscription Term.
5.3. Overdue Charges. For Customers purchasing from Salt Security, Customer shall (a) pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly, and (b) reimburse Salt Security for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. If any undisputed charge owed by Customer to Salt Security remains unpaid thirty (30) days after its due date, Salt Security may, without limiting its rights and remedies, suspend Customer’s use of the Salt Security Platform until such amounts are paid in full.
6.1. Term. This Agreement commences on the Effective Date and continues for the Subscription Term, until all Orders hereunder have expired or been terminated. This Agreement and any corresponding Orders will automatically renew for successive renewal periods equal to the Subscription Term set forth on the most recent applicable Order (“Renewal Term”), unless either party provides the other party (and any applicable authorized reseller) with written notice of non-renewal at least forty-five (45) days prior to the end of the then-current Subscription Term. The Fees for each Renewal Term will be equal to the Fees for the immediately prior Subscription Term plus a price increase not to exceed 5% per year, unless otherwise set forth in an applicable Order.
6.2. Termination. Either party may terminate this Agreement and any applicable Order prior to the end of a Subscription Term if the other party: (a) materially breaches its obligations hereunder and does not cure such breach within thirty (30) days following receipt of notice of such breach; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Notwithstanding anything to the contrary herein, Salt Security may temporarily suspend access to the Salt Security Platform at any time if necessary to protect itself, the Salt Security Platform, or other customers and users in connection with a reasonable security concern, or upon reasonable belief that there has been a breach of Section 2.7 of this Agreement (“Restrictions”). Any termination by Customer under this Section 6.2 will entitle Customer to a refund of the pro rata unused portion of any prepaid fees.
6.3. Effect of Termination. Upon any termination of this Agreement: (a) Customer shall immediately cease use of Salt Security Platform; (b) all rights granted under this Agreement and any then-current Orders will be immediately revoked; and (c) Salt Security shall: (i) promptly delete all Customer Data in Salt Security’s possession; and (ii) immediately deactivate Customer’s account. In no event shall any termination relieve Customer of the obligation to pay any Fees due or payable to Salt Security (or any applicable authorized reseller) under an applicable Order, unless otherwise stated in this Agreement.
6.4. Surviving Provisions. Sections 2.6, 2.7, 3, 4, 5, 6.3, 6.4 and 7–11 shall survive termination or expiration of this Agreement.
7.1. Definition. “Confidential Information” means information that one party (“Disclosing Party”) provides to the other party (“Receiving Party”) during the term of this Agreement that is identified at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, all Orders, the terms of this Agreement, Customer Data, and all non-public business, technology, product, roadmap, financial, pricing, and marketing information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes generally available 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 without use of or access to the Disclosing Party’s Confidential Information.
7.2. Protection and Use. The Receiving Party agrees: (a) not to disclose Confidential Information to any third person other than those of its employees, contractors, advisors, investors and potential acquirers (“Representatives”) with a need to have access thereto and who have entered into non-disclosure and non-use agreements applicable to the Disclosing Party’s Confidential Information; (b) to take the same security precautions to protect against unauthorized disclosure or unauthorized use of such Confidential Information of the Disclosing Party that the party takes with its own confidential information, but not less than reasonable care; (c) to use such Confidential Information solely as reasonably required in connection with the Salt Security Platform and/or this Agreement; and (d) promptly after the Disclosing Party’s request, return or destroy the Disclosing Party’s Confidential Information; provided, however, that the Receiving Party shall be entitled to retain copies of Confidential Information solely to the extent necessary for purposes of such party’s ordinary course retention and backup policies and procedures, or to comply with Applicable Laws, provided that such Confidential Information is treated as such for so long as it is retained. Each party agrees to be responsible for any breach of this Agreement caused by any of its Representatives.
7.3. Compelled Disclosure. Nothing in this Agreement will be deemed to restrict a party from disclosing the other’s Confidential Information if required by any Applicable Laws, court order or other legal process; provided, however that the Receiving Party gives the Disclosing Party prior written notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
7.4. Injunctive Relief. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining orders, or preliminary or permanent injunctions, in addition to all other remedies, for any violation or threatened violation of this Section.
8.1. Salt Security Warranties. Salt Security warrants that: (a) the Salt Security Platform will, under normal and authorized use in full compliance with this Agreement, perform materially in accordance with the Documentation; and (b) it will use industry standard measures to detect whether the Salt Security Platform contains any Malicious Code. If the Salt Security Platform does not conform to the warranty specified above and before Customer pursues any other remedies, Customer must notify Salt Security in writing no later than 30 days after the breach of warranty, and Salt Security agrees to use commercially reasonable efforts to cure the non-conforming portions of the Salt Security Platform. Salt Security is not responsible for any non-compliance resulting from or caused by any: (i) Malicious Code present in Customer Data; (ii) modifications made by anyone other than Salt Security but only to the extent the alleged infringement is caused such modification; or (iii) Third-Party Services. Customer’s sole and exclusive remedy for a breach of any of warranties contained in this Section shall be to terminate the Agreement for cause and, notwithstanding anything to the contrary in this Agreement, have Salt Security refund to Customer the pro rata unused portion of any prepaid fees.
8.2. Reciprocal Warranty. Each party represents and warrants to the other party that it has the legal power and authority to enter into this Agreement.
8.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, THE SALT SECURITY PLATFORM AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT IS PROVIDED TO CUSTOMER STRICTLY “AS IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING (BUT NOT LIMITED TO) ANY WARRANTIES THAT THE SALT SECURITY PLATFORM WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR BE FREE OF SECURITY DEFECTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
9.1. Salt Security. Salt Security will: (a) defend Customer from and against any unaffiliated third party claims, actions, and demands alleging that the use of the Salt Security Platform infringes or misappropriates any third party copyright, trademark, US patent, or trade secret; and (b) indemnify Customer for any damages, including reasonable attorney’s fees incurred in enforcing this Section, and costs finally awarded by a court of competent jurisdiction against Customer or agreed upon in settlement by Salt Security. Notwithstanding the foregoing, Salt Security shall have no obligation or liability for any claim of infringement or misappropriation to the extent that it arises out of or relates to: (i) Third-Party Services or Customer Data; (ii) modifications made other than by Salt Security, but only to the extent the alleged infringement is caused such modification; (iii) combination of the Salt Security Platform with a non-Salt Security application, product, data or business process, but only to the extent the alleged infringement is caused by such combination; (iv) continued use of the Salt Security Platform after Customer has been notified of modifications or substitutes to the extent use of such modifications or substitutes would have prevented the claim; or (v) any unauthorized use of the Salt Security Platform. In the event that Salt Security believes the Salt Security Platform, or any part thereof, may be the subject of an infringement or a misappropriation claim as to which this Section applies, then Salt Security may, in its discretion and at its sole expense: (1) procure for Customer the right to continue using the Salt Security Platform or any applicable part thereof, (2) replace the Salt Security Platform, or infringing part thereof, with a non-infringing version (or part thereof), (3) modify the Salt Security Platform, or infringing part thereof, so as to make it non-infringing, or (4) in the event that (1), (2) or (3) are not commercially feasible, then Customer shall have the right to terminate this Agreement solely with respect to the infringing portion of the Salt Security Platform, and, notwithstanding anything to the contrary in this Agreement, receive a refund of the pro-rata, unused portion of any pre-paid service fees. This Section states Customer’s sole and exclusive remedy and the entire liability of Salt Security, its officers, directors, employees, shareholders or contractors or representatives of the foregoing for infringement claims and actions.
9.2. Customer. Customer shall defend, indemnify and hold harmless Salt Security and its officers, directors, employees and agents from and against any third party claims, actions and demands brought against Salt Security or its indemnified parties, and all damages that result therefrom (including reasonable attorneys’ fees), in connection with Customer’s breach of Section 2 (“Services and Responsibilities”).
9.3. Indemnification Procedures. The party entitled to seek coverage pursuant to this Section (the “Indemnified Party”) shall: (a) promptly notify the other party obligated to provide such indemnification (the “Indemnifying Party”) in writing of any such claim; (b) give sole control of the defense and settlement of any such claim to the Indemnifying Party (provided that Indemnifying Party may not settle any claim in a manner that adversely affects Indemnified Party’s rights, imposes any obligation or liability on the Indemnified Party or admits liability or wrongdoing on the part of Indemnified Party, in each case, without Indemnified Party’s prior written consent); and (c) provide all information and assistance reasonably requested by the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim. The Indemnified Party may join in defense with counsel of its choice at its own expense.
10.1. Limitation on All Damages. EXCEPT FOR: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 (“INDEMNIFICATION”); OR (B) CUSTOMER’S BREACH OF SECTION 2 “SERVICES AND RESPONSIBILITIES” OR SECTION 5 “PAYMENT,” IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO SALT SECURITY UNDER THE ORDER GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY.
10.2. Disclaimer of Consequential Damages. EXCEPT FOR: (A) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; OR (B) CUSTOMER’S BREACH OF SECTION 2 (“SERVICES AND RESPONSIBILITIES”), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH CLAIMS ARE BROUGHT (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE).
11.1. Insurance. Salt Security will, at its own cost and expense, obtain and maintain in full force and effect, with financially sound and reputable insurers, liability insurance to reasonably cover Salt Security's obligations under this Agreement.
11.2. Publicity. Salt Security may include Customer’s name on a customer list and in its portfolio for sales, promotional or marketing purposes including, but not limited to, logo usage, case studies and reference lists, provided that Salt Security will not take any action implying sponsorship by Customer.
11.3. United States Government Users. The Salt Security Platform is commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Salt Security Platform, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
11.4. Export Compliance. The Salt Security Platform and related software is subject to all applicable export control laws and regulations, including, without limitation, those of the United States government. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Salt Security Platform and related software outside the US.
11.5. Assignment. Customer may not assign or otherwise transfer this Agreement without Salt Security’s prior written consent, which will not be unreasonably withheld. Salt Security may transfer and assign any of its rights and obligations under this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment in breach of this Section shall be void.
11.6. Relationship of the Parties. Salt Security and Customer are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
11.7. No Third-Party Beneficiaries. By accessing the Salt Security Platform, Customer expressly agrees that Salt Security shall have the benefit of and right to enforce this Agreement against Customer, irrespective of Customer’s agreements with any authorized reseller. Except for Salt Security’s own benefit, nothing in this Agreement shall confer on any third party any benefit or the right to enforce or modify any term of this Agreement.
11.8. Choice of Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. Customer and Salt Security agree to submit to the personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
11.9. Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to Customer at the address set forth in an Order (or such other address Customer provides) or, in the case of Salt Security, to the address for Salt Security set forth above. Notices regarding the Salt Security Platform in general may be given by electronic mail to Customer’s e-mail address on record with Salt Security.
11.10. Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party’s reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquakes, epidemics, civil unrest, acts of terror, strikes or other labor stoppages (excluding those involving such party’s employees), service disruptions involving hardware, software or power systems not within such party’s reasonable control, and denial of service attacks.
11.11. Entire Agreement. This Agreement and any Orders constitutes the entire agreement of the parties concerning its subject matter and is intended to be the final expression of their Agreement, and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. No amendment or waiver of any provision of this Agreement or an Order shall be effective unless in writing and signed by an authorized representative of Customer and Salt Security. Notwithstanding the foregoing, no force or effect shall be given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by Salt Security after the date hereof.
11.12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
During the Subscription Term and any subsequent Renewal Terms, the Salt Security Platform will achieve a Monthly Uptime Percentage of at least 99.9% of the time in any calendar month. Customer may obtain real-time metrics regarding Salt Security’s performance against the Monthly Uptime Percentage on the self-service Salt Security Status Page (https://saltsecurity.statuspage.io/#).
“Downtime” means the Salt Security Platform is not operating in material accordance with the Documentation.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
Any unavailability of the Salt Security Platform caused by any of the following performance issues will be excluded from the calculation of the Monthly Uptime Percentage: (a) an act or omission by Customer that does not strictly comply with this Agreement and any applicable Documentation; (b) Customer’s delay or failure to perform any of its obligations set forth in the Agreement; (c) Customer’s Internet connectivity; (d) factors described in Section 11.10 of the Agreement (“Force Majeure”); (e) failure, interruption, outage or other problem with any Third-Party Services; (f) scheduled outages of the Salt Security Platform; or (g) disabling, suspension or termination of the Salt Security Platform in accordance with Section 6 of the Agreement (“Term and Termination”).
Live support: 2am-10pm (Eastern Time)
Customer will appoint a single support liaison (and one backup) to communicate with Salt Security’s support personnel. Salt Security will not be obligated to answer support inquiries from any other contact.
Each customer will be assigned a dedicated Slack channel that will include Customer’s support liaison and backup, along with key personnel from Salt Security. Support requests can be submitted via the Slack channel or email to email@example.com anytime (24x7) and will be handled during live support hours.
In addition, support requests can be submitted from the Salt Security dashboard via Intercom, also handled during live support hours.
Salt Security will not be obligated to provide support to the extent arising from: (i) Customer’s failure to implement any update or enhancement made available to Customer by Salt Security at no charge for addressing such error; (ii) changes by Customer or third parties to the operating system, network configuration or environment; (iii) any customization of the Salt Security Platform for Customer, whether performed by Salt Security or Customer; (iv) use of the Salt Security Platform in a manner for which it is not designed or other than as specified in the applicable Documentation or specifications; (v) the combination, use or interconnection of the Salt Security Platform with other software or hardware not supplied and not approved by Salt Security; or (vi) use of the Salt Security Platform with unsupported hardware or software.