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Product Terms

These Terms (the “Agreement”) serve as a legal agreement between the customer accepting these Terms (“Customer”) and the relevant Adaptive Shield entity set out below (“Provider”) for access to and use of the Provider’s solution to assist in the assessment and improvement of cloud security (the “Solution”). This Agreement also applies to personnel designated by the Customer to use the Solution on the Customer’s behalf (“Users”), subject to Provider’s agreement with the Customer. If a Customer has entered a separate agreement with Provider (“Customer Agreement”), the Customer Agreement will govern the relationship between Customer and Provider and will supersede this Agreement in case of any conflict.

This Agreement shall also apply to Customers engaging by way of Provider’s authorized resellers or distributors or managed security services provider (each, a “Reseller”).

By using the Solution, Customer signifies its assent to this Agreement. Customer has no right to access or use the Solution except pursuant to the terms of this Agreement or a Customer Agreement.

Any individual accepting this Agreement on behalf of Customer represents and warrants that s/he is authorized to accept this Agreement on behalf of Customer and legally bind Customer to the terms and conditions set forth herein.

1. Solution – Subject to the terms and conditions hereof, Customer may evaluate and use the Solution during the Term (as defined below), solely for Customer’s own internal commercial needs. During the Term, Provider will provide maintenance and support services relating to the Solution in accordance with the terms of the service level agreement available at https://www.adaptive-shield.com/customer-success-sla, except where a Reseller has agreed to provide maintenance and support services directly to Customer.

2. Restrictions – Customer and Users shall not use the Solution for any purpose other than the purpose set forth above. Customer and Users shall not, nor allow any third party to (a) rent, lease, modify, copy, loan, transfer, sublicense, distribute or create derivative works of the Solution; (b) reverse engineer, decompile, translate, adapt, or disassemble the Solution; (c) attempt to disable or circumvent any security or access control mechanisms of the Solution; (d) remove or obscure any copyright or other notices from the Solution or; (e) use the Solution to provide services to third parties, including on a service bureau or timesharing basis. To the extent any of the above restrictions are not enforceable under applicable law, Customer or User shall inform Provider in writing in each instance prior to engaging in such activity.

3. Ownership – Provider retains all right, title and interest in the Solution, all modifications, enhancements and updates thereof, and all intellectual property rights in any of the foregoing. All rights not expressly granted to Customer or User are reserved to Provider. No licenses are granted by estoppel or by implication.

4. Payment – During the Term, the Customer shall pay for the use of the Solution such amounts as may be separately agreed in writing between Customer and Provider. To the extent Customer has engaged with a Reseller for use of the Solution, including engagement through AWS Marketplace, payment shall be made to the Reseller or as otherwise agreed between the parties. In such case, should the agreement between Provider and Reseller terminate for any reason, payments shall be made directly to Provider. Customer is responsible for any taxes that may accrue to Customer from the use of the Solution during the Term. Customer acknowledges that, to the extent the Reseller fails to make payment to Provider, Provider may suspend or terminate provision of the Solution to Customer.

5. Confidential Information – Each party (“Recipient”) may gain access to certain non-public or confidential information about the other party. Each party undertakes to keep all confidential information of the other party confidential and not to use or disclose such information except as permitted in these Terms. Confidential information does not include information that was rightfully in Recipient’s possession or in the public domain, free of any obligation of confidence, at or subsequent to the time it was shared with Recipient, nor does it include materials developed by Recipient independently without use of, or reference to, any of the other party’s confidential information. Recipient may disclose confidential information where required to comply with applicable law and/or a court order and, if permitted, will provide notice of such requirement.

6. Data and Privacy – The Solution monitors Customer’s cloud security settings and audit logs (“Customer Data”). Customer Data is Customer’s confidential information. Customer represents that it has all right, license and consent required under applicable law to provide Provider with the Customer Data for the purposes herein. Provider may use Customer Data (i) for provision of the Solution to Customer and (ii) in order to improve its technology and algorithms solely for Customer’s benefit. Any results of such improvement of Provider’s technology and algorithms (not including any Customer Data) may be used by Provider to improve its technology and algorithms for the benefit of all of Provider’s customers. In addition, Provider may compile aggregated and anonymized data regarding the use of the Solution (“Statistical Information”). Statistical Information does not identify any specific individual or customer and helps understand trends and customer needs so that new services can be considered and so the Solution and associated technology and services can be tailored to customer desires. Provider may publish or share such anonymized Statistical Information. Provider will cooperate with any law enforcement authorities or court order requiring the disclosure of Customer Data. Any personal data included in the Customer Data shall be processed by Provider in accordance with the Data Processing Agreement. Personal data of Users of the Solution shall be processed in accordance with Provider’s Privacy Notice.

7. Warranties; Disclaimers; – Each party warrants that it has full corporate power and authority to execute this Agreement and to perform its obligations hereunder; and all corporate action necessary for the execution and performance of this Agreement by it have been taken. Provider represents and warrants that to its best knowledge the Solution does not infringe the intellectual property rights of any third party. Subject to the foregoing, the Solution is provided “AS IS”. To the maximum extent permitted by applicable law, Provider disclaims all implied and statutory warranties including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Customer is solely responsible for any of its applications or systems that it uses in connection with the Solution and is solely responsible for decisions that it makes based on data available through the Solution.

8. Limitation of Liability – IN NO EVENT SHALL PROVIDER (OR ITS DIRECTORS, OFFICERS, AFFILIATES, AGENTS, OR EMPLOYEES) HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOLUTION. THE ENTIRE AND AGGREGATE LIABILITY OF THE PROVIDER FOR ANY USE OF THE SOLUTION IS LIMITED TO THE TOTAL AMOUNT PAID FOR THE EVALUATION AND USE THEREOF BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM OR CAUSE OF ACTION.

9. Provider Indemnification Obligations – Provider shall defend, indemnify, and hold Customer harmless from and against any and all damages, losses, or liabilities (including court costs and reasonable attorneys’ legal fees) (“Losses”) which Customer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party against Customer arising from any claims that the Solution infringes the intellectual property rights of a third party. Provider shall not have any liability to the extent any claim is the result of (a) Provider’s compliance with specifications provided by Customer, (b) the combination of the Solution with other hardware, software or services not provided by Provider, (c) the collection, use or transfer of Customer Data in compliance with this Agreement, or (d) Customer’s actions, omissions or breach of this Agreement. If the Solution becomes the subject of an indemnifiable claim, or Provider reasonably believes that it may do so, Provider may terminate this Agreement with written notice.

10. Customer Indemnification Obligations – Customer shall defend and indemnify Provider (and its affiliates, officers, directors and employees) from and against any and all Losses which Provider may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from (i) the provision by Customer of any data not in compliance with applicable law; (ii) breach of these Terms by Customer, any User, or by anyone using Customer’s account and/or computer; and (iii) use or misuse of the Solution.

11. Termination – This Agreement will be in effect as of the date of acceptance of these Terms (or, if earlier, the first use of the Solution) and continue in effect for a period of one year or as otherwise agreed with a Reseller, as may be applicable (the “Term”). The Agreement shall automatically renew for consecutive one-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides notice of its intention not to renew these Terms at least thirty (30) days prior to the applicable Renewal Term. Customer may terminate this Agreement at any time by written notice to Provider or Reseller, if applicable. Provider may temporarily suspend use of the Solution in case it suspects misuse by Customer or User and may terminate this Agreement with 10 days written notice where Customer has breached any term hereof, provided that Customer does not cure such breach within such 10-day period. At the conclusion of the Term, Customer and Users will cease all use of the Solution. Sections ‎‎2 – 10 survive the expiration or termination of this Agreement for any reason.

12. Notices – Any required notices pursuant to these Terms may be sent by registered mail or email (with confirmation of delivery) to the addresses of the parties herein or provided upon registration. Notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email with confirmation receipt of such transmission.

13. Contracting Entity – If the Customer is located in North America, the relevant Provider entity is Adaptive Shield, Inc. If the Customer is located in any other region, the relevant Provider entity is A.S. Adaptive Shield Ltd.

14. Changes – Changes may be made to this Agreement from time to time in order to comply with legal or regulatory requirements and in such case, continued use of the Solution subsequent to such changes will be deemed acceptance to any amended or updated terms. Any other changes to this Agreement will only be made with consent.

15. General – This Agreement (together with any other separate written agreement that references this Agreement, including a Purchase Order with additional restrictions or financial terms) sets forth the entire agreement between the parties regarding the subject matter hereof, and supersedes all other agreements or understandings between the parties regarding such matters, including any non-disclosure agreements. Neither party may assign any rights or obligations under this Agreement to any third party, and assignments in violation of the foregoing shall be void, provided, however, that either party may assign all of its rights and obligations under this Agreement to an affiliate or to a purchaser of all or substantially all of Provider’s assets or share capital. This Agreement shall be governed by the laws of the State of New York without regard to conflicts of law provisions thereof. The parties agree that the competent courts in New York shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction, provided that either party may seek an injunction or other equitable relief in any court of competent jurisdiction in order to prevent a breach (or bring an end to a continuing breach) of this Agreement. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such part shall be interpreted to give maximum effect to its terms as possible under applicable law, and the remainder of this Agreement shall remain in effect.

Last Updated: May 2024