Enterprise Master Service Agreement

Terms & Conditions

LAST UPDATED: JANUARY 9 2024

1. Privacy Dynamics Software.

1.1 Software Offerings.

Privacy Dynamics provides various software offerings. Company may, from time to time, order one or more of such software offering pursuant to a mutually-agreed written order referencing this Agreement and signed by both parties (“Order”). Each Order must include: (a) the specific software ordered (including the results of any Professional Services, the “Software”), (b) whether the Software will be provided on a trial basis and the term of such trial, if applicable (“Trial Period”), (c) the period the Software will be provided on a non-trial basis (each, a “Subscription Period”), (d) the number of Users (as defined below) authorized to access and use the Software, and (e) the fees for the Software per Subscription Period (“Subscription Fees”). The form of the Order is attached as Exhibit A. Each Order will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement when each such Order has been signed by each party and delivered to the other party. To the extent that a conflict arises between the terms and conditions of an Order and the terms and conditions of this Agreement, the terms and conditions of the Agreement will control unless the Order specifically references which provision(s) of this Agreement do not control. If attached to this Agreement, the parties acknowledge and agree that the Order #1 set forth on Exhibit A-1 constitutes an Order hereunder.

1.2 License.

Subject to the terms and conditions of this Agreement and solely during the applicable Trial Period or Subscription Period, Privacy Dynamics grants to Company a nonexclusive, worldwide, nonsublicensable, and nontransferable (except as provided in Section 11.9) license solely for Company’s internal business purposes (a) to install the Software (in executable format only) on Company’s internal systems, (b) access and use the Software only through Company’s authorized users (each, a “User”), and (c) make a reasonable number of copies for disaster recovery and backup purposes, provided that such copies are returned or destroyed upon Privacy Dynamics’ written request (at Privacy Dynamics’s option) upon termination or expiration of the applicable Order (except that Company may retain such copies solely as required by law, rule, regulation, or administrative order and as necessary to comply with standard computer back-up procedures, provided that Company may not use any such copies for any other purpose). Company will ensure that no User or other person accesses the Software on behalf of another person or entity (other than Company) and that Users do not share or transfer access rights to the Software. Company will be responsible for any and all acts or omissions of its Users.

1.3 Access by Privacy Dynamics.

Company acknowledges and agrees that Privacy Dynamics personnel may need to access Company’s servers or systems in order to install, monitor and maintain the Software. Company will reasonably cooperate with Privacy Dynamics to ensure such access and will comply with Privacy Dynamics’s reasonable instructions related to such access.

1.4 Ownership.

Except for the license granted in Section 1.2 above, Privacy Dynamics retains all right, title and interest, including all intellectual property rights, in and to the Software. No license or other right will be created hereunder by implication, estoppel or otherwise, except as specifically provided in this Agreement. Company acknowledges that the Software includes Privacy Dynamics’s valuable trade secrets and improper use or disclosure may cause Privacy Dynamics irreparable harm. Accordingly, Company agrees to use the Software solely as authorized in this Agreement. Company further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Company title or ownership of the Software or a copy of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO PRIVACY DYNAMICS.

2. Restrictions.

Except as expressly authorized by this Agreement, Company may not (a) modify, disclose, alter, translate, or create derivative works of the Software (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Software (or any components thereof), (c) use the Software to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) use the Software to build a competitive product or service, or copy any features or functions of the Software, (e) remove, alter, or obscure any proprietary notices in or on the Software including copyright notices, (f) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Software or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Software, (g) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Software or the functionality of the Software, (g) use the Software for any purpose that is illegal in any way or that advocates illegal activity, or (h) cause or permit any User or third party to do any of the foregoing.

3. Professional Services.

Subject to the terms and conditions of this Agreement, Privacy Dynamics will perform certain services (“Professional Services”) as set forth in mutually agreed-upon statements of work (each, an “SOW”). Each SOW will include, at a minimum, a description of the Professional Services and the associated fees and payment terms. The form of SOW is attached as Exhibit B. Each SOW will be deemed incorporated into this Agreement by reference and made an integral part of this Agreement when each such SOW has been signed by each party and delivered to the other party. To the extent that a conflict arises between the terms and conditions of a SOW and the terms and conditions of this Agreement, the terms and conditions of the Agreement will control unless the SOW specifically references which provision(s) of this Agreement do not control. Privacy Dynamics may utilize subcontractors to perform all or a portion of the Professional Services; provided that in such event Privacy Dynamics will be responsible for any and all acts or omissions of its subcontractors. If attached to this Agreement, the parties acknowledge and agree that the SOW #1 set forth as Exhibit B-1 constitutes an SOW hereunder.

4. Fees and Payment Terms.

4.1 Fees.

Company will pay to Privacy Dynamics the fees set forth in each Order and in each SOW (“Fees”) in accordance with the payment terms set forth therein. The Fees do not include taxes. Unless otherwise set forth in an Order or SOW, Privacy Dynamics will invoice Company on an annual basis in advance for the Fees, and Company will pay all invoiced amounts to Privacy Dynamics within forty-five (45) days of receipt of each such correct and undisputed invoice. Unless otherwise agreed by the parties, all payments must be made (a) in U.S. Dollars and (b) by check or by bank wire transfer in immediately available funds to an account designated by Privacy Dynamics.

4.2 Interest and Additional Terms.

Interest on any late payments with respect to undisputed invoices will accrue at the rate of 1% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full; provided, however, that Privacy Dynamics shall first notify Company of any deficiency and permit Company ten (10) business days to remit payment. Company will be responsible for, and will pay all sales and similar taxes on, all license fees and similar fees levied upon the provision of the Software and Professional Services, excluding only taxes based on Privacy Dynamics’s net income. Except as set forth in this Agreement, (a) Privacy Dynamics will not be obligated to issue any refunds for Fees paid, and (b) Privacy Dynamics, at its sole discretion, may modify its pricing for Software during any Subscription Period by providing written notice to Company, provided that modifications will only be effective as of the directly subsequent Subscription Period and in the event of any such modification Company shall have thirty (30) days to elect to terminate the affected Order in which event the new pricing shall not take effect.

5. Term, Termination, and Effects of Termination.

5.1 Term.

Unless terminated as set forth in Section 5.2, this Agreement commences upon the Effective Date and continues until the close of the term set forth in the last effective Order (executed by each party).

5.2 Termination.

(a) Either party may terminate this Agreement, for convenience, by providing the other party with written notice of termination no less than 60 days prior to the close of the then-current term. (b) Either party may terminate this Agreement, for cause, if the other party materially breaches this Agreement and does not remedy such breach within 30 days after its receipt of written notice of such breach.

5.3 Effects of Termination.

Upon any expiration or termination of this Agreement under Section 5.2(a), (a) all rights and licenses granted to Company under this Agreement will immediately terminate, and (b) Company must, notwithstanding any terms to the contrary in this Agreement, immediately pay to Privacy Dynamics all amounts for which Company has contracted. By way of example, if the term set forth in an open Order is 12 months. Company elects to terminate this Agreement under Section 5.2(a), and the effective date of termination of this Agreement occurs at the close of the 8th month of such 12-month term, upon termination of this Agreement, Company must immediately pay to Privacy Dynamics the fees for the final 4 months of such 12-month term. For the avoidance of doubt, if Company terminates this Agreement under Section 5.2(b), Company will only owe those fees due and outstanding as of the effective date of termination, and will not owe any fees that would have been owed from that effective date through the end of the period contracted (e.g. per the example above, Company would only owe those fees owed and outstanding through the 8th month). Notwithstanding any terms to the contrary in this Agreement, (i) Sections 2, 4, 5.3, 6, 6.2, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement, and (ii) no refunds will be issued.

6. Representations and Warranties.

6.1 Mutual.

Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms.

6.2 By Privacy Dynamics.

Privacy Dynamics represents and warrants that (a) it has and will have all rights, titles, licenses, permissions and approvals necessary to perform its obligations under this Agreement and to grant Company the rights granted in this Agreement, (b) the Software and its use by Client as contemplated by this Agreement does not and will not infringe, violate or in any manner contravene or breach any patent, copyright, trademark, license or other property or proprietary right or constitute the unauthorized use or misappropriation of a trade secret of any third party, (c) the Software does not and will not contain any known vulnerabilities or other harmful computer code and (d) all Professional Services will be performed in a professional and workmanlike manner and in accordance with industry standards.

7. Disclaimer.

EXCEPT AS SET FORTH IN SECTION 6, THE SOFTWARE AND PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

8. Indemnification.

8.1 Indemnification by Privacy Dynamics.

Privacy Dynamics will indemnify, defend and hold harmless Company, its affiliates, and its and their respective officers, directors, agents and employees from and against any and all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising from any claim, demand, action or other proceeding by a third party (collectively, “Claims”) to the extent alleging that Company’s permitted use of the Software as provided by Privacy Dynamics infringes or misappropriates any third party’s intellectual property rights. If a Claim of infringement or misappropriation under this Section 8.1 occurs, or if Privacy Dynamics determines that a Claim is reasonably likely to occur, Privacy Dynamics shall, at its option: (a) obtain a right for Company to continue using such Software; (b) modify such Software to make it non-infringing but functionally equivalent; (c) replace such Software with a non-infringing equivalent; or (d) to terminate this Agreement upon written notice to Company and refund any pre-paid fees for the allegedly infringing Software. Notwithstanding the foregoing, Privacy Dynamics will have no obligation under this Section for any Claim resulting or arising from (i) modifications to Software that were not performed by or on behalf of Privacy Dynamics; or (ii) the combination, operation or use of the Software in connection with a third-party product or service. THIS SECTION 8.1 STATES COMPANY’S SOLE AND EXCLUSIVE REMEDY, AND PRIVACY DYNAMICS’S SOLE AND EXCLUSIVE OBLIGATION, WITH RESPECT TO A CLAIM THAT THE SOFTWARE INFRINGES OR MISAPPROPRIATES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

8.2 Mutual Indemnification.

Each party will indemnify, defend and hold harmless the other party, its affiliates, and its and their respective officers, directors, agents and employees from and against any and all Losses arising from any Claim to the extent resulting from, related to or arising out of any actual or alleged (a) breach by such party of this Agreement, (b) gross negligence or willful misconduct by such party, or (c) violation of applicable law by such party.

8.3 Procedures.

The indemnifying party’s indemnification obligations under this Section 8 are conditioned upon the indemnified party (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it (provided that failure to give such notice shall not alleviate the indemnifying party of its obligations hereunder to the extent such failure does not materially prejudice the indemnifying party), (b) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except in the event of a conflict of interest and except that the indemnified party must approve any settlement that requires an affirmative obligation or admission of fault of the indemnified party), and (c) providing reasonable cooperation to the indemnifying party and assistance in the Claim’s defense or settlement at the indemnifying party’s expense.

9. Limitation of Liability.

To the maximum extent permitted under applicable law:

9.1 Consequential Damages Waiver.

EXCEPT FOR (A) BREACHES OF SECTION 10, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

9.2 Liability Cap.

EXCEPT FOR (A) BREACHES OF SECTION 10, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 8, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID TO PRIVACY DYNAMICS UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.

9.3 Failure of Essential Purpose.

MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Confidentiality.

10.1 Definition.

“Confidential Information” means all confidential or proprietary information disclosed (whether in oral, written, or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with similar designation by the Disclosing Party, at the time of initial disclosure to the Receiving Party or, if the Disclosing Party makes an oral disclosure, the Disclosing Party, within 10 days of such oral disclosure, notifies the Receiving Party in writing that the information disclosed by the Disclosing Party should be treated as confidential to the Disclosing Party.

10.2 Obligations.

During the term of this Agreement and for a period of 5 years thereafter, each party will maintain in confidence the Confidential Information of the other party and will not use such Confidential Information except to perform its obligations or exercise its rights hereunder. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure, but in no event less than reasonable care. In addition, the Receiving Party may only disclose Confidential Information to its directors, officers, employees, and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement, and only if such directors, officers, employees, and/or contractors are bound by confidentiality restrictions no less restrictive than the terms contained in this Section 10. Each party agrees that the terms and conditions of this Agreement will be treated as Confidential Information of both parties and will not be disclosed to any third party; provided, however, that each party may disclose the terms and conditions of this Agreement in confidence (a) to such party’s legal counsel, accountants, banks, financing sources, and their advisors, (b) in connection with the enforcement of this Agreement or rights under this Agreement, or (c) in connection with an actual or proposed equity investment, initial public offering, merger, acquisition, change in control or similar transaction.

10.3 Exceptions.

Confidential Information will not include information to the extent that it: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession without obligation of confidentiality prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without use of or reference to, the Confidential Information; or (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law rule, regulation, administrative order, or by a subpoena or order issued by a court of competent jurisdiction (each, a “Court Order”), but solely on the conditions that the Receiving Party: (i) to the extent legally permitted, promptly gives the Disclosing Party written notice of the Court Order within 48 hours after receiving it; and (ii) cooperates reasonably with the Disclosing Party at the Disclosing Party’s expense before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief.

11. General Provisions.

11.1 Governing Law and Venue. This Agreement will in all respects be governed by, and construed in accordance with, the laws of the State of Delaware, without regard for any choice of law or other rules that would cause the laws of any other jurisdiction to apply.

11.2 Reserved.

11.3 Feedback.

Any suggestions, comments, or other feedback provided by Company to Privacy Dynamics (except for Company Confidential Information) with respect to Privacy Dynamics or the Software (collectively, “Feedback”) shall be owned by Company, and Privacy Dynamics shall have a worldwide license to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

11.4 Reserved.

11.5 Analytics.

Company acknowledges and agrees that Privacy Dynamics may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the Software and/or any individuals/entities that interact with the Software (collectively, “Analytic Data”). As between the parties, Privacy Dynamics owns all right, title, and interest in and to the Analytic Data, together with any and all intellectual property rights embodied in or related to the foregoing.

11.6 Publicity.

As agreed to by Company and Privacy Dynamics, Company consents to Privacy Dynamics’s use of Company’s name and logo on the Privacy Dynamics website, identifying Company as a customer of Privacy Dynamics and describing Company’s use of the Software notwithstanding any terms to the contrary in this Agreement. Company agrees that Privacy Dynamics may issue a press release identifying Company as customer of Privacy Dynamics.

11.7 Force Majeure.

Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, whether foreseeable or not, including but not limited to acts of God (fires, storms, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers, epidemic, pandemic (including COVID-19), government actions, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

11.8 Electronic Communications.

Privacy Dynamics may choose to electronically deliver all communications with Company, which may include email to the email address Company provides to Privacy Dynamics. Privacy Dynamics’s electronic communications to Company may transmit or convey information about action taken on Company’s request, portions of Company’s request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices. Notwithstanding the foregoing, any legal notice must be provided to legal@privacydynamics.io. Company agrees to do business electronically with Privacy Dynamics and to receive electronically all current and future notices, disclosures, communications, and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

11.9 Assignment.

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either party may assign this Agreement to any successor to substantially all of its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise without such consent. This Agreement will be binding upon and enforceable against any successor or permitted assignee.

11.10 Amendments and Waivers.

No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

11.11 Severability.

If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, (a) such invalidity, illegality or unenforceability will not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction, and (b) such provision, in such jurisdiction, will be replaced by a valid, legal and enforceable provision that best reflects the parties’ intent for such first provision.

11.12 Counterparts.

This Agreement may be executed (a) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument and (b) by the parties by exchange of signature pages by mail, facsimile or email (if email, signatures in Adobe PDF or similar format).

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Privacy Dynamics SaaS Offerings

LAST UPDATED: JULY 15 2022

These SaaS Offerings Terms (these "SaaS Terms") applies to your access and use of the SaaS Offerings provided by Privacy Dynamics, Inc. ("Privacy Dynamics," "we," "us" or "our") via the site located at privacydynamics.io ("Site").

By registering to use our SaaS Offerings or accessing any of the our SaaS Offerings, you acknowledge and agree that you have read all of the terms and conditions of SaaS Terms, you understand all of the terms and conditions of SaaS Terms, and you agree to be legally bound by all of the terms and conditions of SaaS Terms.

If you are an individual accessing or using any of the SaaS Offerings on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an "Organization"), then you are agreement to the terms and conditions set forth in these SaaS Terms on behalf of yourself and such Organization to these SaaS Terms. References to "you" and "your" in these SaaS Terms will refer to both the individuals using the SaaS Offerings and to any such Organization.

"Effective Date" refers to the first date the SaaS Offerings are accessed by you.

1. PRIVACY AND WEBSITE TERMS OF USE

For information about how we collect, use and share information about users of the SaaS Offerings, please see our Privacy Policy.

The terms and conditions governing the Site and made available via the Site ("Website Terms of Use") are incorporated into these SaaS Terms by reference. In the event of a conflict, with respect to the SaaS Offerings, between the terms and conditions of the Website Terms of Use and the terms and conditions of these SaaS Terms, the terms and conditions of these SaaS Terms will govern.

2. LOCATION AND YOUR USE

Privacy Dynamics operates the SaaS Offerings from the United States. Privacy Dynamics makes no representation or warranty that all of the features of the SaaS Offerings will be available to you if you reside outside of the United States. By accessing and using the SaaS Offerings, you assent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

3. REGISTRATIONS

In order to receive the SaaS Offerings, you must register for an account. When registering for an account, you agree (a) to provide accurate, current, and complete information ("Registration Data"), and (b) to maintain and promptly update the Registration Data (and any other information you provide to Privacy Dynamics) in order to keep it accurate, current, and complete. You are responsible for safeguarding the passwords you use to access the SaaS Offerings via your account, and you agree to be fully responsible for activities and transactions that relate to your account and password. You must notify Privacy Dynamics immediately if you suspect or learn of an unauthorized use of your account or password, and you may be held liable for losses incurred by Privacy Dynamics due to someone else using your account or password. Privacy Dynamics cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

You represent and warrant that you and all Users (a) are at least 18 years of age, (b) are not a resident of, or located in, any country subject to a United States embargo or other similar United States export restrictions, including Iran, Cuba, North Korea, the Region of Crimea, Sudan or Syria, and (c) are not on the United States Treasury Department's list of Specifically Designated Nationals, the United States Department of Commerce's Denied Persons List or Entity List, or any other United States export control list.

4. SAAS OFFERINGS

Subscription Plans

Privacy Dynamics provides various subscription plans with respect to the SaaS Offerings. Each subscription plan and its applicable terms and conditions are set forth on our Pricing Page. Each subscription plan outlines the (a) the nature of the SaaS Offering, (b) whether the SaaS Offering will be provided on a trial basis and the term of such trial, (c) the period the SaaS Offering will be provided on a non-trial basis (each, a "Subscription Period"), (d) the number of Users (as defined below) authorized to use the SaaS Offering, (e) the features available, and (f) the fees for the SaaS Offering per Subscription Period ("Subscription Fees").

Right to SaaS Offerings

Subject to the terms and conditions of these Terms, Privacy Dynamics grants you the right to access and use the SaaS Offerings covered by your selected subscription plan.

SaaS Offering Updates

Privacy Dynamics may, from time-to-time, make updates to the SaaS Offerings, and these SaaS Terms will apply to such updated SaaS Offerings.

Grants and Responsibilities

As between the parties and subject to the limited grant set forth below, you own Your Data. During the term of these Terms, you grant to Privacy Dynamics a non‑exclusive, royalty-free, worldwide, sub-licensable right and license to reproduce, modify, and store all electronic data or information provided by you to Privacy Dynamics via or in connection with the SaaS Offerings ("Your Data"). Prior to granting Privacy Dynamics access to Your Data, you have obtained (a) all necessary rights and consents to grant Privacy Dynamics the rights set forth in these SaaS Terms with respect to Your Data, and (b) all of Your Data has been collected, stored, transferred, processed, collected, disclosed, and otherwise handled in accordance with all applicable laws, rules, and regulations, including, but not limited to, privacy and data security laws.

Further, you agree not to use any Protected Health Information (as defined by HIPAA) in connection with the SaaS Offerings until you have separately executed a Business Associate Agreement ("BAA") with Privacy Dynamics. To execute a BAA, please reach out to support@privacydynamics.io.

You are solely responsible for the development, content, operation, maintenance, and use of Your Data. You are responsible for properly configuring and using the SaaS Offerings and taking appropriate steps to maintain appropriate security, protection, and backup of Your Data.

Usage Data

You acknowledge and agree that Privacy Dynamics may monitor, collect, use, and store anonymous and aggregate statistics regarding use of the SaaS Offerings, Your Data, and/or any individuals/entities that interact with the SaaS Offerings (collectively, "Usage Data").

5. SUBSCRIPTION FEES AND CANCELATIONS/TERMINATIONS

General

You will pay to Privacy Dynamics the Subscription Fees. The Subscription Fees do not include taxes and all payments must be made in United States Dollars (unless Privacy Dynamics agrees, in writing, to a different currency).

When you register for the SaaS Offerings, you must provide, via the Site, a valid credit card or debit card number ("Payment Method") to Privacy Dynamics's third-party payment processor. You represent and warrant that you
(a) have the right to have fees charged to your Payment Method, and (b) agree to have the fees charged to your Payment Method.

Our current payment processor is Stripe, and the processing of your payments are subject to the Stripe Security Policy, found here: https://stripe.com/docs/security/stripe, and the Stripe Privacy Policy, found here: https://stripe.com/privacy, which Stripe may update from time-to-time.

If your Payment Method fails, we may cancel your subscription plan, including your access to the SaaS Offerings. Privacy Dynamics may, at its sole discretion, allow use of the SaaS Offerings for some period of time after your subscription plan is canceled, however, such permitted access is not a waiver of any of Privacy Dynamics' rights, including the right to revoke access to the SaaS Offerings.

Subscription Period and Renewals

Your subscription plan commences on the Effective Date and continues until the close of the Subscription Period, and thereafter, the Subscription Period will automatically renew for successive periods equivalent to the length of the initial Subscription Period (each period referred to as a Subscription Period) unless you elect not to renew as set forth below.

PLEASE UNDERSTAND THAT, UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING THE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

You acknowledge that you will not receive notice of a renewal date, and the Subscription Fees are non-refundable except as expressly set forth in these Terms.

You may cancel your subscription plan at any time. Please note that your subscription plan must be canceled before renewals in order to avoid being charged for the next Subscription Period. If you cancel your subscription plan, the cancellation will become effective at the end of the then-current Subscription Period. Please contact Privacy Dynamics's customer support team at support@privacydynamics.io for instructions on how to cancel.

Modifications to Subscription Fees

From time-to-time, Privacy Dynamics may modify the fees for the SaaS Offerings, provided, that no modifications will be effective until the end of the then-current Subscription Period.

Privacy Dynamics Cancelation Rights

Privacy Dynamics may terminate your subscription plan (including, your access to the SaaS Offerings) (a) for cause, if you (or an individual or entity using your account) breaches these SaaS Terms and fails to remedy such breach within the 10-day period commencing upon the date that Privacy Dynamics provides you with notice of such breach, or (b) immediately and for cause, if your Payment Method fails.

Effects of Termination

Upon any termination of your subscription plan (a) all rights and licenses granted to you under these SaaS Terms will immediately cease, and (b) you must immediately pay to Privacy Dynamics all amounts due for the period for which you contracted. For example, (i) if the applicable Subscription Period is 12 months, (ii) the applicable Subscription Fees are split in 12 equal payments (each of which is due and payable at the beginning of each month as measured from the Effective Date), and (iii) you elect to terminate your subscription plan and the effective date of termination of your subscription plan occurs upon the close of the 9th month of the Subscription Period, you must immediately pay 5 monthly payments. Notwithstanding any terms to the contrary in these SaaS Terms, the following provisions and terms will survive any cancelation of your subscription plan: Subscription Fees and Cancelations/Termination; Ownership and Restrictions; Disclaimer; Indemnification; Limitation of Liability; Miscellaneous; and your representations and warranties.

6. OWNERSHIP AND RESTRICTIONS

Ownership

As between the parties and subject to the grants set forth in these SaaS Terms, you own all right, title, and interest in and to Your Data and all data processed by the SaaS Offerings and written back to your data repositories together with any and all intellectual property rights embodied in or related to the foregoing (collectively, "Your Property").

As between the parties and subject to the grants set forth in these SaaS Terms, Privacy Dynamics, notwithstanding any terms to the contrary in these SaaS Terms, owns all right, title, and interest in and to the SaaS Offerings and the Usage Data together with any and all intellectual property rights embodied in or related to the foregoing.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that the person accepting these SaaS Terms on its behalf has been duly authorized and empowered to enter into these SaaS Term and bind the entity it represents to these SaaS Terms.

You represent and warrant that (a) you or your licensors own all right, title, and interest in and to Your Data, (b) you have all rights in Your Data necessary to grant the rights contemplated by these SaaS Terms, (c) neither the exercise of the rights you have granted to Privacy Dynamics with respect to Your Data nor Your Data infringes or violates any of the terms and conditions of these SaaS Terms, any applicable law or regulation, or any intellectual property rights, rights of privacy, rights of publicity, or any other rights of any third party, and (d) you will not upload (or otherwise use with) any of the SaaS Offerings any other data that may violate any applicable laws, statutes, regulations, or other agreements.

8. INDEMNIFICATION

Privacy Dynamics, at its sole expense, will defend you from and against any and all claims, suits, actions, or proceedings (each a "Claim") brought by a third party and indemnify you from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys' fees, costs, penalties, interest, and disbursements) ("Losses") that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Privacy Dynamics resulting from or arising in connection with the SaaS Offerings (solely in the form provided by Privacy Dynamics) infringing any Intellectual Property Rights of any third party, provided, Privacy Dynamics' indemnification obligations under this Section 8 are conditioned upon you (a) giving prompt written notice of the Claim to Privacy Dynamics, (b) granting Privacy Dynamics the option to solely control the defense (including the right to use its own counsel) and settle the Claim, and (c) providing reasonable cooperation to Privacy Dynamics and assistance in the Claim's defense or settlement.

You agree, at your sole expense, to indemnify and hold Privacy Dynamics (and its directors, officers, employees, consultants and agents) harmless from and against any Claim and related Losses resulting from or arising in connection with any of Your Property, or any actual or alleged breach of any of your obligations under these SaaS Terms (including, but not limited to, any of your representations or warranties).

9. DISCLAIMER AND LIMITATION OF LIABILITY**

THE SAAS OFFERINGS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. PRIVACY DYNAMICS DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) ARISING FROM OR RELATED TO THESE SAAS TERMS, THE SAAS OFFERINGS, AND THE THIRD-PARTY INFRASTRUCTURE (AS DEFINED BELOW), WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT, AND CONDITION OF TITLE. FURTHER, WE DO NOT REPRESENT OR WARRANT THAT YOUR ACCESS TO OR USE OF THE SAAS OFFERINGS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA.

IN NO EVENT WILL PRIVACY DYNAMICS BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THESE SAAS TERMS, THE SAAS OFFERINGS, AND THE THIRD-PARTY INFRASTRUCTURE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. PRIVACY DYNAMICS'S ENTIRE LIABILITY TO YOU AND ANY OTHER INDIVIDUAL OR ENTITY, ARISING FROM OR RELATED TO THESE SAAS TERMS, THE SAAS OFFERINGS, AND THE THIRD-PARTY INFRASTRUCTURE, WILL NOT EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO PRIVACY DYNAMICS DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES OCCURRED. FURTHER, NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE SAAS TERMS, PRIVACY DYNAMICS WILL NOT BE LIABLE FOR ANY DISCLOSURE OF, UNAUTHORIZED USE OF AND/OR UNAUTHORIZED ACCESS TO ANY DATA OR OTHER INFORMATION. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE SAAS TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. MISCELLANEOUS

Entire Agreement

These SaaS Terms (together with any and all terms incorporated into these SaaS Terms by reference) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of these SaaS Terms.

Governing Law and Venue

These SaaS Terms will be governed by and construed in accordance with the laws of the State of Washington, without regard to the conflicts of law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal court located in the State of Washington or state court in Seattle, Washington having jurisdiction, in connection with any matter based upon or arising out of these SaaS Terms or the matters contemplated in SaaS Terms, agrees that process may be served upon them in any manner authorized by laws of the State of Washington for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process.

Independent Contractors

Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner, or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of the other party, whether express or implied, or to bind the other party in any respect whatsoever.

Assignment

You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these SaaS Terms or any right, title, interest, or obligation hereunder without the prior written consent of Privacy Dynamics. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. Privacy Dynamics may assign these SaaS Terms without your prior written consent. These SaaS Terms will be binding and inure to the benefit of such assignees, transferees, and other successors in the interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these SaaS Terms.

Publicity

You consent to Privacy Dynamics's use of your and, if applicable, your Organization's name and logo on the Privacy Dynamics website, identifying you and your Organization as a customer of Privacy Dynamics and describing your and your Organization's use of the SaaS Offering notwithstanding any terms to the contrary in these SaaS Terms. Company agrees that Privacy Dynamics may issue a press release identifying Company as customer of Privacy Dynamics.

No Waivers

No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

Feedback

Any suggestions, comments, or other feedback provided by you to Privacy Dynamics with respect to any of the SaaS Offerings or Privacy Dynamics (collectively, "Feedback") will become the exclusive property of Privacy Dynamics, and Privacy Dynamics will be free to use, disclose, reproduce, modify, create derivative works of, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise.

Third-Party Infrastructure

Notwithstanding any terms to the contrary in these SaaS Terms, you acknowledge and agree that Privacy Dynamics uses a third-party hosting infrastructure in connection with the SaaS Offerings ("Third-Party Infrastructure"), the provider(s) of the Third-Party Infrastructure disclaim and make no representation or warranty with respect to such Third-Party Infrastructure, and Privacy Dynamics assumes no liability for any claim that may arise with respect to such Third-Party Infrastructure.

Subcontractors

Privacy Dynamics may use subcontractors to perform all or part of the SaaS Offerings.

Audit

Privacy Dynamics may, by itself or through an independent third party, audit your use of the SaaS Offerings to verify your compliance with the terms and conditions of these SaaS Terms. You agree to provide reasonable access to your systems and records for purposes of conducting these audits.

Electronic Communications

You agree that we may communicate with you electronically regarding your use of any of the SaaS Offerings and that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw your consent from receiving electronic notice, please notify us at support@privacydynamics.io.

Severability

If any provision of these SaaS Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these SaaS Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these SaaS Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these SaaS Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Entire Agreement & Precedence

These SaaS Terms (together with all terms incorporated into these SaaS Terms by reference) set forth the entire agreement and understanding of the parties relating to the subject matter of these SaaS Terms and supersedes all prior agreements or understanding with respect to such subject matter and all past dealing or industry custom.

Your use of any of the SaaS Offerings may be subject to a separate agreement between you and Privacy Dynamics. If any of the terms of such separate agreement conflict with any of the terms of these SaaS Terms, the terms of such separate agreement will govern to the extent of such conflict.

Force Majeure

Privacy Dynamics is not responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of services provided by any service providers used by Privacy Dynamics, labor disturbances, vandalism, cable cut, epidemic, pandemic (including COVID-19), government actions, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

11. QUESTIONS

If you have any questions regarding the use of any of the SaaS Offerings, please email us at support@privacydynamics.io.