Enterprise Terms & Conditions

1Definitions#

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting interests.

“Confidential Information” means non-public information disclosed by or on behalf of a party that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including the Services, Documentation, pricing, security architecture, threat intelligence, product roadmaps, business plans, and the terms of each Order.

“Customer” means the legal entity identified in the Order that is responsible for payment.

“Customer Data” means data and information submitted to, uploaded to, generated within, or processed by the Services by or on behalf of Customer.

“Documentation” means the then-current technical and end-user documentation for the Services made available by Autonomir, as updated from time to time.

“Order” has the meaning given above.

“Subscription Term” means the period stated in the applicable Order during which Customer is licensed to use the Services, including any renewal terms.

“System Data” means technical and security information compiled or generated through operation of the Services, including telemetry, detections, indicators of compromise, device and network characteristics, attack patterns, fingerprints, risk signals and security events.

2Services#

“Services” means the Autonomir products, software and services identified in an applicable Order, including as applicable:

• AEDS™ — Autonomous Endpoint Defense System
• AMDS™ — Autonomous Mobile Defense System
• ADM™ — Autonomous Device Management
• SAFE™ — Secure Access Fingerprinting Engine

and related agents, applications, SDKs, APIs, integrations, dashboards, analytics, artificial intelligence capabilities, cloud services, updates and Documentation.

The applicable Order identifies the Services purchased, editions, quantities, Subscription Term, deployment model and fees. Rights granted for one Product or edition do not extend to any other Product or edition. Capabilities vary by product, edition, operating system, device ownership model, supervision state, OS version, enrollment method and host application permissions, as described in the Documentation.

Autonomir may develop, modify, enhance, replace or discontinue features and functionality from time to time. Autonomir may also introduce new functionality, products, modules or premium capabilities subject to additional fees.

Autonomir will not intentionally materially reduce the overall core functionality of a purchased Service during an existing committed Subscription Term.

3Cybersecurity Risk; No Guarantee of Security#

Customer acknowledges that cybersecurity threats, vulnerabilities, attack methods, artificial-intelligence-driven attacks, malicious software, zero-day vulnerabilities, insider threats, social engineering techniques and other risks continuously evolve.

NO CYBERSECURITY PRODUCT, SERVICE, SOFTWARE, ARTIFICIAL INTELLIGENCE SYSTEM OR SECURITY CONTROL CAN GUARANTEE COMPLETE SECURITY OR DETECT, PREVENT, BLOCK, CONTAIN, MITIGATE, REMEDIATE OR RECOVER FROM EVERY CYBERATTACK, SECURITY INCIDENT, VULNERABILITY, COMPROMISE, MALWARE EVENT, UNAUTHORIZED ACCESS EVENT OR DATA BREACH.

Autonomir therefore does not represent, warrant or guarantee that the Services will:

(a) prevent Customer from experiencing a cybersecurity incident or breach;
(b) detect every threat, vulnerability, attack, compromise, malware variant, malicious application, phishing attempt, identity compromise, zero-day exploit, advanced persistent threat, spyware attack or other security event;
(c) prevent every unauthorized access attempt;
(d) produce error-free detections, classifications, fingerprints, risk scores, recommendations or decisions;
(e) eliminate false positives or false negatives;
(f) correctly prioritize every security event;
(g) prevent loss, corruption, disclosure or destruction of data;
(h) prevent system downtime or business interruption;
(i) operate uninterrupted or error-free; or
(j) make Customer’s environment completely secure.

THE SERVICES ARE ONE COMPONENT OF CUSTOMER’S OVERALL CYBERSECURITY, RISK MANAGEMENT, COMPLIANCE, INCIDENT RESPONSE AND BUSINESS CONTINUITY PROGRAM AND ARE NOT A SUBSTITUTE FOR APPROPRIATE DEFENSE-IN-DEPTH SECURITY CONTROLS.

Customer is solely responsible for verifying the accuracy and adequacy of any output, detection, alert, score or recommendation produced by the Services and for any reliance placed on it.

4Security Incidents and Data Breaches#

CUSTOMER ACKNOWLEDGES THAT AUTONOMIR IS NOT AN INSURER OR GUARANTOR OF CUSTOMER’S CYBERSECURITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTONOMIR SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY CYBERATTACK, SECURITY INCIDENT, DATA BREACH, SYSTEM COMPROMISE, MALWARE INFECTION, RANSOMWARE EVENT, SPYWARE EVENT, ZERO-DAY ATTACK, IDENTITY OR ACCOUNT COMPROMISE, UNAUTHORIZED ACCESS, DATA LOSS, DATA DISCLOSURE, BUSINESS INTERRUPTION, REGULATORY PENALTY, NOTIFICATION COST, CREDIT MONITORING COST, FORENSIC INVESTIGATION COST, RANSOM PAYMENT OR OTHER SECURITY EVENT OR CONSEQUENCE EXPERIENCED BY CUSTOMER OR ANY THIRD PARTY.

The occurrence of a cybersecurity incident, compromise or breach does not, by itself:

• establish that the Services malfunctioned or were defective;
• establish that Autonomir breached the Agreement;
• establish negligence or other wrongdoing by Autonomir; or
• create any warranty, indemnification, reimbursement or payment obligation by Autonomir.

A successful attack may occur even when the Services are operating as designed and as documented.

THE SERVICES DO NOT CONSTITUTE CYBER INSURANCE, A WARRANTY AGAINST CYBER LOSS, A BREACH GUARANTEE, A RANSOMWARE WARRANTY, OR A GUARANTEE OF ANY SECURITY OUTCOME.

Nothing in the Agreement creates any obligation on Autonomir to perform managed security services, managed detection and response, security operations center services, digital forensics, incident response, breach notification, or outsourced security administration unless those services are expressly purchased and described in an Order.

5AI, Autonomous Decisioning and Automated Actions#

Certain Services use artificial intelligence, machine learning, behavioral analytics, continuous trust analysis, fingerprinting, automated decisioning and autonomous response technologies.

Depending upon Customer’s configuration, selected response authority and purchased Services, the Services may recommend or execute actions including: blocking, restricting, isolating, quarantining or sinkholing devices, applications, communications or network traffic; restricting or modifying access; terminating sessions; disabling or enabling accounts; enforcing policies; modifying device state; selectively wiping data; changing configurations; interacting with Customer systems or third-party platforms; and taking other defensive, containment, remediation or recovery actions.

CUSTOMER EXPRESSLY AUTHORIZES AUTONOMIR AND THE SERVICES TO PERFORM THE AUTOMATED OR AUTONOMOUS FUNCTIONS, ACTIONS AND INTEGRATIONS ENABLED, CONFIGURED OR AUTHORIZED BY CUSTOMER.

Customer is responsible for selecting and maintaining the appropriate operating mode, response authority, permissions, policies, thresholds, integrations and autonomous authority for its environment, and for changing them when its circumstances change. Where the Services allow Customer to select an observation-only, assisted or fully autonomous response authority, that selection is Customer’s decision and Customer may change it at any time through the administrative console.

Customer acknowledges that automated and autonomous cybersecurity decisions may result in false positives, false negatives, delayed actions, unintended actions, restricted legitimate activity, device isolation, account restrictions, application disruption, network interruption, data deletion or temporary or extended loss of access.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTONOMIR SHALL NOT BE LIABLE FOR LOSS, INTERRUPTION, UNAVAILABILITY, ACCESS RESTRICTION, DATA LOSS, BUSINESS DISRUPTION OR OTHER CONSEQUENCES ARISING FROM AN AUTOMATED OR AUTONOMOUS ACTION PERFORMED PURSUANT TO CUSTOMER’S CONFIGURATION, AUTHORIZATION, POLICY, PERMISSIONS OR INSTRUCTIONS.

6Customer Responsibilities#

Customer retains responsibility for its cybersecurity program and for its users, identities, devices, endpoints, applications, networks, accounts, systems, configurations, data and security policies.

Customer is responsible for maintaining appropriate independent security measures, including as appropriate: identity and access controls; credential protection; supported software and operating systems; security patches and updates; backups and recovery capabilities; network security; physical security; administrative controls; employee security practices; incident response; and business continuity.

Customer must properly deploy and configure the Services and provide the permissions, connectivity, access and information reasonably necessary for their operation. Customer acknowledges that the Services operate only on active, connected and properly enrolled endpoints, devices, applications and identities, and that loss of connectivity, removal of an agent, revocation of permissions, or an unsupported operating system will render the Services inoperable or impaired with respect to the affected asset.

Customer must obtain all rights, notices, authorizations and consents necessary under applicable law — including employment, privacy, telecommunications, works-council and data-protection law — to monitor, analyze, manage and take actions affecting applicable employees, users, contractors, devices, identities, applications, communications, systems and data.

Customer is responsible for all activity under its accounts and for ensuring its Affiliates and users comply with the Agreement.

Autonomir is not responsible for failures or reduced effectiveness caused by Customer configuration, disabled components, unavailable connectivity, unsupported systems, compromised credentials, unauthorized modifications, Customer actions, third-party systems or Customer’s failure to maintain reasonable security controls.

7Third-Party Products and Services#

The Services may interoperate with third-party operating systems, cloud providers, identity platforms, telecommunications providers, application stores, mobile device management and unified endpoint management platforms, APIs, SIEM/XDR platforms, productivity platforms and other products or services.

Autonomir does not control and is not responsible for the availability, functionality, security, acts, omissions, modifications or discontinuation of third-party products or services.

A change, vulnerability, outage, restriction, policy change, API deprecation, platform-security framework change or failure involving a third-party service does not constitute a breach by Autonomir, does not entitle Customer to a refund or credit, and does not relieve Customer of its payment obligations.

Autonomir may modify, replace, suspend or discontinue an integration when reasonably necessary because of technical, security, commercial, licensing, legal or third-party changes.

8License and Use Restrictions#

Subject to Customer’s payment obligations and compliance with the Agreement, Autonomir grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Subscription Term to use the purchased Services for Customer’s internal business purposes, in accordance with the Documentation and the quantities and metrics stated in the Order.

Customer may not:

reverse engineer, decompile or disassemble the Services except where prohibited from restricting such activity by law; copy or create unauthorized derivative works; circumvent licensing, metering or security controls; exceed licensed quantities; resell, rent, lease, lend, sublicense or provide the Services on a service-bureau basis; use the Services to develop a competing product or service or to copy its features; conduct unauthorized vulnerability, penetration or benchmark testing against Autonomir infrastructure; publish performance or benchmark results relating to the Services without Autonomir’s prior written consent; remove or obscure proprietary notices; interfere with the integrity or performance of the Services; or access or use the Services unlawfully.

No commercial, redistribution, OEM, white-label, embedding, technology-partner, sovereign or surviving-runtime rights are granted with respect to any SDK unless expressly stated in an Order. Deployment volume alone does not create additional rights.

9Intellectual Property#

Autonomir and its licensors retain all right, title and interest in and to the Services and all underlying and related technology, including software, agents, applications, APIs, artificial intelligence and machine-learning systems, algorithms, models, decision engines, detection technologies, fingerprinting technologies, threat intelligence, security analytics, policies, workflows, methodologies, Documentation, know-how, inventions, improvements and derivative technologies.

No ownership rights are transferred to Customer. All rights not expressly granted are reserved.

10Customer Data and Security Telemetry#

Customer retains ownership of Customer Data.

Customer grants Autonomir the rights reasonably necessary to access, host, collect, transmit, process, correlate, analyze and store Customer Data to provide, secure, support, maintain and improve the Services and perform Autonomir’s obligations under the Agreement.

Autonomir may process System Data for purposes including providing and securing the Services, detecting threats, improving security models, developing threat intelligence, conducting cybersecurity research and improving Autonomir technology.

Autonomir may create and use aggregated, anonymized or de-identified information that does not reasonably identify Customer or an individual for security research, threat intelligence, analytics, benchmarking, product development and other lawful business purposes. Autonomir implements technical safeguards and business processes that prohibit re-identification of such information and does not attempt to re-identify it. Such information is not Customer Data.

Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Data and for having the necessary rights to provide it.

11Data Protection and Privacy#

Where Autonomir processes personal data on Customer’s behalf in providing the Services, the parties’ respective obligations are set out in the Autonomir Data Processing Addendum (“DPA”) available at autonomir.com/dpa, which is incorporated into the Agreement by reference where applicable data protection law requires it.

Autonomir maintains a current list of sub-processors at autonomir.com/subprocessors and will provide a mechanism for Customer to receive notice of changes.

Autonomir maintains administrative, technical, physical and organizational safeguards designed to protect Customer Data, as described in the Autonomir Security Overview available on request. Autonomir may update these safeguards provided it does not materially degrade the overall level of protection during a committed Subscription Term.

Customer determines what Customer Data is submitted to the Services and is responsible for ensuring it is lawful to do so.

12Fees, Taxes and Payment#

Customer will pay the fees specified in each Order.

Except as expressly provided in the Agreement, all subscription commitments are non-cancelable and fees paid or payable are non-refundable.

Fees are based on the licensed quantities and metrics stated in the Order, whether or not fully used. Where Customer’s actual usage exceeds licensed quantities, Autonomir may invoice for the excess at the rates in the Order, or if none, at Autonomir’s then-current rates, prorated to the remaining Subscription Term.

Additional quantities of the same Product and edition added during a Subscription Term are co-terminated with the existing end date and priced at the rates stated in the Order.

Customer is responsible for applicable sales, use, value-added, withholding and similar taxes, excluding taxes imposed on Autonomir’s net income.

Undisputed amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Autonomir may suspend Services for overdue amounts or material payment default. Suspension does not relieve Customer of its payment obligations.

13Pricing and Price Changes#

AUTONOMIR RESERVES THE RIGHT TO ESTABLISH, MODIFY, INCREASE, DECREASE, RESTRUCTURE OR OTHERWISE CHANGE ITS PRICES, FEES, LICENSING METRICS, PRODUCT TIERS, EDITIONS, PACKAGING, BUNDLING, VOLUME BANDS, MINIMUM COMMITMENTS AND COMMERCIAL POLICIES AT ANY TIME AND WITHOUT NOTICE.

Published price lists, pricing guides, rate cards, volume bands and quotations are indicative only, are not offers capable of acceptance, and do not create any contractual entitlement. They may be withdrawn or revised at any time prior to execution of an Order.

Pricing and discounts expressly stated in an executed Order remain applicable for the committed Subscription Term specified in that Order, and changes to Autonomir’s generally available pricing during that term do not affect them, unless the Order expressly provides otherwise.

Autonomir’s then-current pricing and commercial terms may apply to:

• renewals and extensions;
• additional quantities, users, endpoints or devices beyond those stated in the Order;
• additional products, editions or modules;
• upgrades, downgrades or changes in service level or response authority;
• additional usage or capacity; and
• new or subsequent Orders.

CUSTOMER HAS NO PERPETUAL OR VESTED RIGHT TO HISTORICAL, DISCOUNTED, PROMOTIONAL OR PREVIOUSLY OFFERED PRICING. Discounts are specific to the Order in which they are granted and do not carry forward.

Unless an Order expressly guarantees renewal pricing, renewal pricing is not guaranteed and renewals will be subject to Autonomir’s then-current pricing and commercial terms. Autonomir will use reasonable efforts to notify Customer of renewal pricing before the applicable non-renewal notice deadline.

14Subscription Term; Renewal#

Each subscription begins on the commencement date identified in the Order and continues for the Subscription Term stated in the Order.

Unless otherwise specified in the Order, subscriptions automatically renew for successive twelve (12) month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

Renewals are subject to Autonomir’s then-current pricing, packaging and commercial terms unless expressly agreed otherwise in writing.

15Early Termination#

Customer’s subscription commitment applies for the entire committed Subscription Term.

Except where Customer terminates because of Autonomir’s material breach that remains uncured for thirty (30) days after written notice, Customer’s cancellation, reduction, non-use or termination does not eliminate its committed payment obligations.

ALL UNPAID FEES COMMITTED FOR THE REMAINDER OF THE APPLICABLE SUBSCRIPTION TERM WILL BECOME IMMEDIATELY DUE AND PAYABLE UPON EARLY TERMINATION BY CUSTOMER, in addition to all accrued and unpaid charges through the date of termination, and in addition to one hundred percent (100%) of any remaining unpaid non-recurring charges.

Reducing quantities, disabling components, uninstalling agents or ceasing use does not reduce committed fees during a Subscription Term.

16Termination by Autonomir; Effect of Termination#

Autonomir may terminate the Agreement or any Order, in whole or in part, on written notice if: (a) Customer materially breaches the Agreement and fails to cure within thirty (30) days of notice; (b) Customer fails to pay undisputed amounts within fifteen (15) days of notice of non-payment; (c) Customer becomes insolvent, ceases business, or becomes subject to bankruptcy or similar proceedings; or (d) continued provision would violate applicable law, sanctions, export controls, or Autonomir’s rights, licenses or authorizations to provide the Services.

Where any right, license or authorization necessary for Autonomir to provide the Services or any component terminates, ceases or expires, Autonomir may at its option terminate the affected Services or replace them with substantially similar functionality.

Upon expiration or termination: all licenses and rights of access cease; Customer must cease use of and remove all agents, applications, SDK components and Documentation; and all accrued and committed fees become due.

Autonomir will make Customer Data available for export in a standard format for thirty (30) days following expiration or termination, after which Autonomir may delete it in accordance with its retention practices, subject to legal retention obligations. System Data and anonymized or aggregated data are not subject to return or deletion.

17Suspension#

Autonomir may suspend or restrict access to all or part of the Services where reasonably necessary to address nonpayment, unauthorized use, suspected security threats, unlawful activity, sanctions or legal requirements, material breach of the Agreement, or activity that threatens Autonomir, Customer, the Services or third parties.

Autonomir will use reasonable efforts to provide advance notice and to limit the scope and duration of a suspension, except where doing so would be unlawful, impractical or would increase security, legal or operational risk.

18Support and Service Levels#

Autonomir provides technical support for the Services at the support level stated in the Order, in accordance with the Autonomir Support Policy available at autonomir.com/support.

Any service level objectives or service level agreement applicable to the Services are set out in the Autonomir Service Level Agreement available at autonomir.com/sla. Where a service level agreement applies, the service credits described in it are Customer’s sole and exclusive remedy for any failure to meet the stated service levels.

Support does not include managed security services, managed detection and response, security operations center services, threat hunting, digital forensics, incident response, or outsourced security administration unless expressly purchased and described in an Order.

19Trials, Beta and Evaluation Services#

Autonomir may make trial, proof-of-concept, preview, pilot, beta or early-access services or features (“Evaluation Services”) available.

EVALUATION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY, SUPPORT, SERVICE LEVEL COMMITMENT OR INDEMNITY OF ANY KIND, AND MAY BE MODIFIED, SUSPENDED OR DISCONTINUED AT ANY TIME.

Evaluation Services may be less reliable than generally available Services and may not detect, prevent or respond to threats. Customer must not rely on Evaluation Services as a production security control. To the maximum extent permitted by law, Autonomir’s total aggregate liability arising from Evaluation Services will not exceed one hundred U.S. dollars (US$100).

20Professional Services#

Any implementation, integration, training, architecture, deployment or custom development services are provided as described in an Order or statement of work, are separate from Product licensing, and do not expand Customer’s license or intellectual property rights.

Unless expressly agreed otherwise in writing, Autonomir retains all right, title and interest in all methodologies, tools, know-how and deliverables developed in connection with professional services.

Professional services fees are non-recurring and non-refundable.

21Disclaimer of Warranties#

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

AUTONOMIR DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

AUTONOMIR DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL DETECT, PREVENT, BLOCK, CONTAIN, MITIGATE, REMEDIATE OR RECOVER FROM EVERY THREAT, ATTACK, SECURITY INCIDENT, COMPROMISE OR DATA BREACH, OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR SECURITY, COMPLIANCE OR BUSINESS OUTCOME.

No advice, information, demonstration, marketing material, security rating, benchmark or statement, whether oral or written, creates any warranty not expressly stated in the Agreement.

22Limitation of Liability#

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTONOMIR AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF PRODUCTIVITY, REGULATORY FINES OR PENALTIES, BREACH NOTIFICATION OR REMEDIATION COSTS, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER AUTONOMIR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTONOMIR SHALL NOT BE LIABLE FOR DAMAGES, LOSSES, COSTS OR LIABILITIES ARISING FROM OR RELATING TO ANY CYBERATTACK, SECURITY INCIDENT, DATA BREACH, SYSTEM COMPROMISE, MALWARE, RANSOMWARE, SPYWARE, ZERO-DAY ATTACK, UNAUTHORIZED ACCESS, IDENTITY COMPROMISE, FAILURE TO DETECT OR RESPOND, FALSE POSITIVE, FALSE NEGATIVE, OR AUTOMATED OR AUTONOMOUS ACTION TAKEN PURSUANT TO CUSTOMER’S CONFIGURATION OR AUTHORIZATION.

EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, AUTONOMIR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES SHALL NOT EXCEED THE FEES ACTUALLY PAID TO AUTONOMIR FOR THE AFFECTED SERVICE UNDER THE APPLICABLE ORDER DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the form of action, apply to all claims in the aggregate rather than per claim, and apply notwithstanding the failure of essential purpose of any limited remedy.

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including, where applicable, liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

The parties acknowledge that these limitations are an essential basis of the bargain and are reflected in the fees.

23Indemnification#

23.1 Customer Indemnification

Customer will defend, indemnify and hold harmless Autonomir, its Affiliates, and their respective officers, directors, employees, contractors, licensors, suppliers and representatives from and against third-party claims, actions, damages, liabilities, judgments, settlements, penalties, costs and reasonable attorneys’ fees arising from or relating to:

Customer’s use or misuse of the Services; Customer’s systems, devices, users, identities, networks, applications or data; Customer’s violation of applicable law; Customer’s failure to obtain required rights, permissions, notices or consents; Customer’s instructions, configurations, policies or permissions; Customer-authorized autonomous or automated actions; Customer’s violation of third-party rights; or Customer’s breach of the Agreement.

Customer’s indemnification obligations include third-party claims arising from actions performed by the Services pursuant to Customer’s configuration, instructions, permissions, integrations, policies or authorized automation settings, and claims brought by Customer’s employees, contractors or end users relating to monitoring, device management, data access or automated enforcement.

23.2 Autonomir Indemnification

Autonomir will defend Customer against any third-party claim alleging that Customer’s authorized use of the Services in accordance with the Agreement and Documentation infringes a U.S. patent, copyright, trademark or trade secret, and will pay damages finally awarded or amounts agreed in settlement, provided Customer promptly notifies Autonomir, gives Autonomir sole control of the defense and settlement, and provides reasonable cooperation.

Autonomir has no obligation for claims arising from: Customer Data; modification of the Services by anyone other than Autonomir; combination of the Services with products, services or data not provided by Autonomir; use inconsistent with the Documentation or the Agreement; Evaluation Services; or Customer’s continued use after notice of an alleged infringement.

If the Services become, or in Autonomir’s opinion are likely to become, subject to an infringement claim, Autonomir may at its option: (a) procure the right for Customer to continue using the Services; (b) modify or replace the Services with functionally equivalent, non-infringing services; or (c) terminate the affected Services and refund prepaid, unused fees for the terminated portion of the Subscription Term.

SECTION 23.2 STATES AUTONOMIR’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION. Amounts payable under Section 23.2 are subject to the cap in Section 22 unless expressly stated otherwise in an Order.

24Confidentiality#

Each party will protect the other party’s Confidential Information using at least reasonable safeguards, and will not use it except to perform under the Agreement or disclose it except to its employees, Affiliates, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that is or becomes public without breach, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party’s Confidential Information.

A party may disclose Confidential Information where required by law, regulation or legal process, provided it gives reasonable prior notice where lawfully permitted and discloses only what is required.

Confidentiality obligations continue for three (3) years after disclosure, and indefinitely for trade secrets and for Autonomir’s security architecture, detection logic, models and threat intelligence.

25Compliance with Law; Export Control and Sanctions#

Each party will comply with laws applicable to it in connection with the Agreement.

The Services are subject to U.S. export control and economic sanctions laws and may be subject to the export or import laws of other jurisdictions. Customer will comply with all such laws.

Customer represents, warrants and covenants that: (a) it is not named on any government list of persons or entities prohibited from receiving exports or transacting with U.S. persons; (b) it is not a national of, or an entity registered in, any jurisdiction subject to comprehensive sanctions or embargo (“Prohibited Jurisdiction”); (c) it will not access, use, deploy or make the Services available in a Prohibited Jurisdiction or for any prohibited end use, including nuclear, chemical or biological weapons or missile technology; and (d) it will comply with all applicable laws regarding transmission of technical data.

Customer will notify Autonomir promptly if any of these representations ceases to be accurate. Autonomir may suspend or terminate the Services immediately where necessary to comply with export control or sanctions law.

26Government Customers#

The Services are “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202. U.S. government end users acquire only the rights set out in the Agreement.

Government, defense, sovereign and national-scale deployments may require a separate written agreement. Nothing in these Terms constitutes an offer to provide the Services under terms mandated by any government procurement regime unless expressly agreed in writing by an authorized representative of Autonomir.

27Anti-Corruption#

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from the other party’s employees or agents in connection with the Agreement.

28Publicity and Feedback#

Neither party will use the other’s name, logo or trademarks in publicity without prior written consent, except that Autonomir may identify Customer as a customer in customer lists and on its website unless Customer notifies Autonomir otherwise in writing.

Customer may, but is not obliged to, provide suggestions, enhancement requests, recommendations or other feedback regarding the Services (“Feedback”). Autonomir may use, modify and exploit Feedback for any purpose without restriction, attribution or compensation, and Customer grants Autonomir a perpetual, irrevocable, worldwide, royalty-free license to do so.

29Force Majeure#

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, sanctions, utility or telecommunications failure, internet or cloud provider outage, large-scale cyberattack on infrastructure not controlled by that party, or third-party platform failure.

30Assignment#

Neither party may assign the Agreement without the other party’s prior written consent, except that either party may assign it in its entirety, on notice, to a successor in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets.

Autonomir may use Affiliates and subcontractors to perform its obligations and remains responsible for their performance.

Any attempted assignment in violation of this Section is void.

31Notices#

Notices to Autonomir must be sent to legal@autonomir.com and to Autonomir, Inc., Delaware, United States, Attn: Legal.

Notices to Customer will be sent to the legal notice contact identified in the Order, or if none, to the primary business contact.

Notices are effective on receipt, or on the next business day if sent by email with confirmation of transmission. Operational notices, including notices of changes to the Services, may be provided through the administrative console, the Documentation, or by email to Customer’s administrators.

32Changes to These Terms#

Autonomir may update these Terms from time to time. The current version is always published at autonomir.com/terms with an Effective Date.

Updated Terms apply to: new Orders; renewals commencing after the Effective Date of the update; and any use of the Services not governed by a committed Subscription Term.

For an existing committed Subscription Term, the version of these Terms in effect on the Order’s effective date continues to apply, except where an update is required to comply with applicable law, sanctions, export control, or the requirements of a third-party platform or licensor, in which case the updated Terms apply immediately.

Continued use of the Services after the Effective Date of updated Terms constitutes acceptance where those Terms apply.

33Governing Law; Dispute Resolution#

The Agreement is governed by the laws of the State of Delaware, excluding its conflict of laws rules and the U.N. Convention on Contracts for the International Sale of Goods.

The parties will attempt in good faith to resolve any dispute through escalation to senior representatives for thirty (30) days before commencing proceedings.

The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS OR REPRESENTATIVE ACTION.

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

No claim arising out of or relating to the Agreement may be brought more than one (1) year after the claim accrued, except for claims for unpaid fees.

34General#

Entire Agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, representations, marketing materials, pricing guides, RFP responses and understandings.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in effect. If a limitation of liability or disclaimer is held unenforceable in whole or in part, it applies to the maximum extent permitted.

Waiver. Failure to enforce any provision is not a waiver of it.

Independent Contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or fiduciary relationship.

No Third-Party Beneficiaries. Except as expressly stated, there are no third-party beneficiaries to the Agreement.

Counterparts and Electronic Signature. Orders may be executed in counterparts and by electronic signature.

Interpretation. “Including” means “including without limitation.” Headings are for convenience only.

35Survival#

Sections 3 (Cybersecurity Risk), 4 (Security Incidents), 5 (AI and Autonomous Actions, with respect to actions taken during the term), 8 (License Restrictions), 9 (Intellectual Property), 10 (Customer Data and Security Telemetry), 12 (Fees), 15 (Early Termination), 16 (Effect of Termination), 21 (Disclaimer of Warranties), 22 (Limitation of Liability), 23 (Indemnification), 24 (Confidentiality), 25 (Compliance), 28 (Publicity and Feedback), 33 (Governing Law) and 34–35 survive expiration or termination.

36Contact#

Autonomir, Inc.
Delaware, United States

Full registered address available on request from legal@autonomir.com.