Product Terms - 2023 - Adaptive Shield

Product Terms

A.S. Adaptive Shield Ltd., a company organized under the laws of Israel (“Provider”) provides a solution to assist in the assessment and improvement of cloud security (the “Solution”). This Agreement governs the access and use of the Solution by third party customers (a “Customer“).

Please read this Agreement carefully. This Agreement governs your use of the Solution. You must accept this Agreement prior to using the Solution. By using the Solution, you signify Your assent to this Agreement and any use of the Solution constitutes your acceptance of this Agreement. You have no right to access or use the Solution except pursuant to the terms of this Agreement, except to the extent expressly agreed in writing otherwise by Provider. If you do not agree to the terms of this Agreement, do not use the Solution.

Changes may be made to this Agreement from time to time.  Your continued use of the Solution subsequent to such changes will be deemed Your acceptance to amended or updated terms.  If You do not agree to any of this Agreement, please do not use the Solution.  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 – When you contact us through the Site or otherwise, including to request a demo or request access to materials in the Trust Center, we will collect Personal Data you provide, such as your name, email address, company name, country, and phone number, as well as the content of your inquiry. When you sign up for newsletters or email lists, we collect your email address.

2. Restrictions – Customer shall not use the Solution for any purpose other than the purpose set forth in Section 1 of this Agreement. Customer 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 restrictions set forth in this Section are not enforceable under applicable law, Customer shall inform Provider in writing in each instance prior to engaging in such activity. The Solution is the confidential information of the Provider, and is subject to all non-use and non-disclosure obligations as may be set forth herein or in a separate non-disclosure or confidentiality agreement agreed between the parties. Additional restrictions on the use of the Solution may be separately agreed in writing by Customer and Provider, or by Customer and an authorized reseller, distributor or managed security services provider of Provider.

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 are reserved to Provider. No licenses are granted by estoppel or by implication.

4. Payment – During the Term (as defined below), the Customer shall pay for the use of the Solution the amounts as may be separately agreed in writing between Customer and Provider, or as Customer may have separately agreed in writing with an authorized reseller, distributor or managed security services provider of Customer. Customer is responsible for any taxes that may accrue to Customer from the use of the Solution during the Term.

5. Data and Privacy – The Solution monitors Customer’s cloud security settings and audit logs (“Customer Data”). Customer Data is Customer’s confidential information. Provider shall use such Customer Data to provide services through the Solution, but shall otherwise not use or disclose Customer Data except as set forth herein. Customer represents that it has any right, license and consent required under applicable law to provide Provider with the Customer Data for the purposes as set forth herein.  Provider is entitled to provide Customer Data for purposes of providing the Solution and may use the Customer Data internally in order to improve its technology and algorithms. Provider will cooperate with any law, law enforcement authorities or court order requiring the disclosure of Customer Data. In addition, Provider may compile aggregated and anonymized data regarding the use of the Solution (“Statistical Information”). Statistical Information 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.

6. 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 authorization, execution, delivery 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.

7. 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 Provider’s Software or Solution. The entire 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.

8. Provider Indemnification Obligations – Provider shall defend, indemnify and hold Customer harmless from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) 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 shall be the subject of an indemnifiable claim, or Provider reasonably believes that the Solution shall be the subject of an indemnifiable claim, Provider may terminate this Agreement with written notice.

9. Customer Indemnification Obligations – Customer shall defend and indemnify Provider (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and attorneys’ fees) which Provider may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from the provision by Customer of any data not in compliance with applicable law.

10. 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 (the “Term”). The Agreement shall automatically renew for consecutive one-year terms, unless earlier terminated in accordance with this section.  Customer may terminate this Agreement at any time by written notice to Provider. Provider may terminate this Agreement with 10 days written notice if Customer shall breach any term hereof, provided that Customer does not cure such breach within such 10 day period. At the conclusion of the Term, Customer will cease all use of the Solution.  Sections ‎‎2 – 11 survive the expiration or termination of this Agreement for any reason.

11. General – This Agreement (together with any non-disclosure or confidentiality agreement between the parties, and any other separate written agreement that references this Agreement and sets forth additional restrictions on the use of the Solution or applicable financial terms for the use of the Solution) 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. No amendments or waivers shall be effective unless in writing and executed by both parties. Customer may not assign any rights or obligations under this Agreement to any third party, and assignments in violation of the foregoing shall be void. Provider may assign all of its rights and obligations under this Agreement 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: December 2023