PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE ARE A BINDING AGREEMENT (THE “AGREEMENT”) ENTERED INTO BETWEEN ACRETO CLOUD CORP., A DELAWARE CORPORATION WITH OFFICES AT 36 GRAHAM STREET, JERSEY CITY NJ 07307 (OR WITH ITS AFFILIATE, AS APPLICABLE) (“ACRETO”) AND THE ENTITY OR PERSON IDENTIFIED ON ANY ORDER FOR SOFTWARE AS A SERVICE (FOR SUBSCRIPTION SERVICES OR ON TRIAL BASIS), WHICH IS CONFIRMED BY ACRETO (“CUSTOMER”, “ORDER” and RESPECTIVELY).BY (I) CUSTOMER CLICKING THROUGH THIS AGREEMENT ELECTRONICALLY, (II) THE PARTIES ENTERING INTO AN ORDER REFERENCING THIS AGREEMENT, OR (III) CUSTOMER USING THE SERVICES, CUSTOMER AND ACRETO MUTUALLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREOF. EACH ORDER SHALL BE MUTUALLY AGREED TO AND ENTERED INTO BETWEEN CUSTOMER AND ACRETO, PROVIDED THAT, IF CUSTOMER PURCHASES THE SERVICES THROUGH AN ACRETO AUTHORIZED PARTNER (“RESELLER”), THE ORDER SHALL BE THE ORDER ENTERED INTO BETWEEN ACRETO AND THE RESELLER FOR CUSTOMER’S USE. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES.IF YOU ARE ENTERING INTO THIS AGREEMENT AS AN AGENT, EMPLOYEE OR REPRESENTATIVE OF YOUR EMPLOYER, THE TERM “CUSTOMER” MEANS YOUR EMPLOYER AND/OR ANY OTHER PARTY ON WHOSE BEHALF YOU ACT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACT ON SUCH PARTY’S BEHALF.
“Affiliate” means any entity controlled by, controlling, or under common control with a party to this Agreement during the period such control exists, where “control” means the power to direct the operation, policies and management of an entity through the ownership of at least fifty percent (50%) of the voting stock or other ownership interests of such entity or the ability, by voting securities, contract or otherwise, to elect a majority of the board of directors or other governing body of such entity or to direct or cause the direction of the management and policies of such entity. “Documentation” means any technical documentation, the user guidelines and other user documentation related to the use or operation of the Services, each as officially published and made available by ACRETO electronically via the Services or otherwise in writing. “Services” means the services specified in the Order as further described in the Documentation (including any updates to the Services provided by ACRETO in its sole discretion, and any software and/or systems owned, controlled or provided by ACRETO used in the Services).
2.1 License Grant
ACRETO shall provide the Services as described in an Order under this End User License Agreement for Customers utilizing ACRETO Services on a month to month basis. An order shall consist of the addition of a new Ecosystem Instance, or the addition or deletion of a device within an Ecosystem Instance. Subject to the terms and conditions of this Agreement, ACRETO grants Customer, during the subscription term specified in an Order, a non-exclusive, non-transferable license (without the right to sub-license) to access and use the Services for Customer’s internal business purposes in accordance with the Documentation. In connection with such use, Customer shall have the right to allow its employees and contractors (“Authorized Users”) to use the Services on Customer’s behalf, subject to their compliance with the terms of this Agreement, and Customer shall remain liable for any non-compliance by Authorized Users. ACRETO, and/or any of its Affiliates, owns all right, title and interest in the Services and in the underlying intellectual property thereof. Nothing in this Agreement shall be construed to grant Customer any rights in ACRETO’s Services or its underlying intellectual property beyond those expressly provided for herein.
2.2 License Restrictions
Customer shall not (directly or indirectly): (i) remove any notice of proprietary rights from the Services, (ii) reverse engineer, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the Services (except to the limited extent applicable laws specifically prohibit such restriction), attempt to recreate the Services or use the Services for any competitive purpose, (iii) copy, modify, translate or otherwise create derivative works of any part of the Services, (iv) sell, resell, encumber, rent, lease, time-share, distribute, transfer or otherwise use or exploit or make available any of the Services to or for the benefit of any third party, or (v) use the Services to infringe on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store defamatory, trade libelous, or otherwise unlawful data. Customer’s authorized use of the Services is subject to the purchased quantities and features set forth in the applicable Order for the Services, and any usage guidelines and acceptable use policies to the extent applicable to Customer’s usage of the Service.
2.3 Login Access to the Services
Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the Services, (ii) that such Authorized Users have been trained in proper use of the Services, and (iii) proper usage of passwords, tokens and access procedures with respect to logging into the Services. ACRETO reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case ACRETO will promptly electronically inform Customer of such refusal or cancellation.
2.4 Trial Services
If Customer is using a free trial, proof of concept version of the Services, a beta version of the Services, or using the Services on any other free-of-charge basis as specified in an Order including any related support services to the extent provided by ACRETO in its sole discretion (collectively, “Trial Services”), ACRETO makes such Trial Services available to Customer until the earlier of (i) the end of the free trial or proof of concept period or beta testing period as communicated by ACRETO, (ii) the start date of any purchased version of such Services, or (iii) written notice of termination from ACRETO. Customer is authorized to use Trial Services only for evaluation and not for any business or productive purposes. Any data Customer enters into the Trial Services and any configurations made to the Trial Services by or for Customer during the term of such Trial Services will be permanently lost unless Customer (a) has purchased a subscription to the same Services as covered by the Trial Services. There is no guarantee that features or functions of the Trial Services will be available, or if available will be the same, in the general release version of the Service, and Customer should review the Service features and functions before making a purchase. Notwithstanding anything to the contrary, ACRETO provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, ACRETO disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose and non-infringement. Customer assumes all risks and all costs associated with its use of the Trial Services. Customer’s sole and exclusive remedy in case of any dissatisfaction or ACRETO’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services. Any obligations on behalf of ACRETO to indemnify, defend, or hold harmless under this Agreement (including without limitation ACRETO’s obligations under Section 9) are not applicable to Customers using Trial Services.
ACRETO reserves the right to modify its infrastructure using in-house or third-party products and services as required to satisfy its business needs.
Customer owns all right, title and interest in all data and/or content created or provided by Customer, and in all data derived from it, specifically excluding the Non-Identifiable Aggregated Data and Non-Identifiable Threat Indicators (defined below) (“Customer Data”). Nothing in this Agreement shall be construed to grant ACRETO any rights to Customer Data beyond those expressly provided herein. Customer agrees that ACRETO shall own all right, title and interest in the Non-Identifiable Aggregated Data and Non-Identifiable Threat
Indicators. For clarity, ACRETO will not store any Customer Data other than as required for the provision of the Services, except to the extent that it constitutes Customer Meta-Data or Non-Identifiable Threat Indicators. As between ACRETO and Customer, Customer is solely responsible for the content, quality and accuracy of Customer Data, for securing any necessary approvals for ACRETO’s use of the Customer Data as provided for herein, and for ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations. ACRETO is not responsible for Customer Data once it leaves the ACRETO domain of control, including by way of example, if Customer communicates or stores data in-house or at other third parties.
Notwithstanding any other restrictions on use of data in this or any other agreement:
3.1 Use of Customer Data
Customer grants ACRETO the limited, non-exclusive right to use the Customer Data solely for the purpose of providing the Services to Customer in accordance with the Documentation.
3.2 Use of Customer Meta-Data
Customer grants ACRETO the limited, non-exclusive right to create meta-data derived from Customer Data which may include, by way of example only, threat intelligence, file modification dates, audit trails, and the number of times a file has been accessed) (“Customer Meta-Data”), for the purpose of providing and improving the Services.
3.3 Use of Aggregated Data
Customer grants ACRETO the right to collect and use sanitized and anonymized generic statistical information derived from such Customer Meta-Data and aggregate it with statistical information from other customers (“Non-Identifiable Aggregated Data”) for ACRETO’s reasonable business purposes, including without limitation for threat intelligence, analyzing customer needs and improving the Services.
3.4 Use of Threat Intelligence Indicators
With respect to certain Services, Customer grants ACRETO the right to collect and use anonymized threat intelligence indicators directly derived from the provision of the Services, (“Non-Identifiable Threat Indicators”) for ACRETO’s reasonable business purposes, including without limitation for improving the Services.
3.5 Compliance with Laws and Standards
Customer is solely responsible to ensure compliance with any industry specific, local, state, federal and international laws and compliance standards.
4.1 Updates and Maintenance
From time-to-time updates and upgrades of customer owned, controlled and / or operated systems are necessary to ensure optimal security and functionality. Customer is solely responsible to ensure its systems adhere to such.
5.1 Payment Terms
Access Fees, Usage Fees and Incidental Fees will be calculated and billed to your payment method at regular intervals. The billing statement will be sent to the financial Administrator’s account. All Customer amounts payable under this Agreement will be paid without set off or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when updated fees and charges are posted on the ACRETO Site, unless we expressly stated otherwise. ACRETO may apply new or increased charges for any Services with at least 30 days’ prior notice. A 1.5% per month fee (or the highest rate permitted by law, if less) will be charged on all returned or late payments. Fees do not include sales, use, value added or other excise tax. Customer is responsible for payment of all such taxes based on fees paid or payable hereunder (but not taxes based on ACRETO’s gross revenues or net income) together with any interest on such taxes. This Section will apply to the ACRETO Reseller if the Order is placed by it, with the necessary changes and subject to its valid agreement with ACRETO.
5.2 Reasonable Use of Services
Fees for the Service are based on “normal usage” of the Service in a manner consistent with its intended purposes and as described in the Documentation. We may suspend your or any End User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine that you or an End User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems or the Services, or, (iii) could subject us, our affiliates, or any third party to liability.
6.1 Term of the Agreement
ACRETO will provide the Services during the term in which Customer is utilizing and paying for the Services. During the term period, this Agreement shall remain in effect unless or until terminated in accordance with the terms hereof.
ACRETO may terminate the Agreement and/or suspend the Services if ACRETO has not received payment for such Services and if such failure is not cured within the period of time stated in ACRETO written notice advising of such failure (which shall be at least 5 business days).
6.3 Impactful Events
ACRETO reserves the right at its sole discretion to terminate, suspend or take other mitigating actions should a Customer platform represent a service impacting event or events, including impact to the integrity, privacy, availability or health of ACRETO, other customer, or other third parties.
6.4 Illegal Activity
ACRETO reserves the right at its discretion or upon the request or law-enforcement or government agency to terminate, suspend or take other mitigating actions should a Customer platform operate in a manner that represents risk to local, regional or national security.
6.5 Effect of Termination
Upon termination of the Services: (i) Customer will have no further right to access or use the Services. ACRETO has no obligation to the Customer to store or retain customer data, nor is ACRETO liable for any impact or other damages such termination may cause. The provisions of Sections 3, 5, 6.4, 7, 9, 10, 11, 13, and 14 shall survive termination.
7.1 Confidential Information
Each party may have access to information that is confidential or proprietary to the other party and/or its Affiliates. For purposes of this Agreement, “Confidential Information” means the confidential information of a party and/or its Affiliates which is disclosed to the other party in connection with this Agreement, whether disclosed in written, oral, electronic, visual or other form, which is identified as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including without limitation information regarding a party’s business, operations, finances, technologies, current and future products and services, pricing, personnel, customers and suppliers, the Customer Data, ACRETO’s Services and each Party’s intellectual property. Confidential Information excludes information to the extent such information (i) is or becomes part of the public domain or otherwise is publicly available through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and was not obtained directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
7.2 Restrictions on Use and Disclosure of Confidential Information
The receiving party will use the disclosing party’s Confidential Information solely as necessary in connection with the performance of this Agreement. The receiving party shall maintain the confidentiality of the disclosing party’s Confidential Information using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, and shall restrict disclosure of the disclosing party’s Confidential Information to its employees, consultants, contractors, agents and representatives who have a need to know such information and are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein; provided, that a party may disclose the disclosing party’s Confidential Information if required by law and provided the receiving party provides prompt notice of such requirement and disclosure to the other party to the extent allowed by law. The receiving party shall have the right to disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body provided that the receiving party provides prompt, advance written notice thereof to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. In the event such a protective order is not obtained by the disclosing party, the receiving party shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.
7.3 Equitable and Injunctive Relief
If a party breaches any of its obligations with respect to confidentiality or use or disclosure of Confidential Information hereunder, the other party is entitled to seek equitable and injunctive relief in addition to all other remedies that may be available to protect its interest without having to post a bond or prove irreparable harm.
8.1 Limited Services Warranty
During the term of this Agreement, ACRETO warrants that the Services will perform in substantial conformity with industry best practices, and that the Services are not designed to contain viruses, worms, trojan horses or other unintended malicious or destructive code, or any code designed to intentionally cause the Services to stop functioning. ACRETO further warrants that it shall maintain and enforce reasonable procedures in providing the Services that are compliant with applicable industry standards for such Services.Customer shall be required to report any breach of warranty to ACRETO within a period of fourteen (14) days of the date on which the incident giving rise to the claim occurred. ACRETO’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of this warranty will be for ACRETO, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if ACRETO fails to correct the breach within such cure period, Customer may terminate the affected Order and, in such event, ACRETO shall provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis.
8.2 Compliance with Law
Each party shall comply with all applicable laws and regulations in connection with the performance of its obligations and the exercise of its rights under this Agreement.
THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES GIVEN BY ACRETO WITH RESPECT TO THE SERVICES OR THIS AGREEMENT. ACRETO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, WILL OPERATE UNINTERRUPTED OR FREE OF DEFECT OR ERROR, NON-INFRINGING, OR FIT FOR ANY PARTICULAR PURPOSE. ACRETO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE SERVICES. CUSTOMER AGREES THAT ITS PURCHASES HEREUNDER ARE FOR THE CURRENTLY AVAILABLE SERVICES AND ARE NEITHER CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES NOR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY ACRETO REGARDING FUTURE FUNCTIONALITY OR FEATURES.
9.1 Infringement Indemnity
ACRETO shall indemnify and defend Customer and its Affiliates, officers, directors and employees (the “Customer Indemnified Parties”) against all third-party claims, suits and proceedings resulting from Customer’s use of the Services in accordance with this Agreement and Documentation violating, misappropriating, or infringing such third party’s patent, copyright, trademark, trade secret or other intellectual property right, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees); provided that ACRETO shall not be responsible for any Claim to the extent arising from (i) use of the Services in violation of the terms of this Agreement, (ii) use of the Services in combination with software, hardware, systems or data not required by the Documentation(iii) ACRETO’s compliance with specifications, requirements or requests of Customer, or (iv) Customer’s gross negligence or willful misconduct. If the Services become, or in ACRETO’s opinion are likely to become, the subject of a valid claim of infringement or the like under any applicable law, ACRETO shall have the right, at its option and expense, either to (a) obtain for Customer a license permitting the continued use of the Services, (b) replace or modify the Services so that they become non-infringing, or (c) if neither of the foregoing options are available in a timely manner on commercially reasonable terms, terminate the affected Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination as calculated on a monthly basis.
9.2 Customer Data and Use Indemnity
Customer shall defend, at its expense, any claims, suits and proceedings brought by a third party against ACRETO and/or its Affiliates or their officers, directors and employees (the “ACRETO Indemnified Parties”) arising from an alleged infringement or violation by the Customer Data of a third party patent, copyright or trade secret, or ACRETO’s use of the Customer Data in accordance with the terms of this Agreement; and Customer shall indemnify and hold the ACRETO Indemnified Parties harmless against all damages and costs awarded against the ACRETO Indemnified Parties in connection with such claim, suit or proceeding.
9.3 Indemnification Process and Exclusivity
A party’s indemnification and defense obligations herein will become effective upon, and are subject to, (a) the indemnified party’s prompt notification to the indemnifying party of any claims, suits or proceedings (a “Claim”) in writing, and (b) the indemnified party providing the indemnifying party with full and complete control, authority and information for the defense of the Claim, provided that the indemnifying party will have no authority to enter into any non-
monetary settlement or admission of indemnified party’s wrongdoing on behalf of the indemnified party without the indemnified party’s prior written consent (not to be unreasonably withheld). At the indemnifying party’s written request, the indemnified party shall reasonably cooperate with the indemnifying party in defending or settling any Claim. The rights and remedies set forth in this Section 9 state a party’s sole and exclusive liability and the other party’s sole and exclusive rights and remedies with regard to any Claims arising out of or relating to this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, TORT OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OR DAMAGE TO SOFTWARE OR DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES FURNISHED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR ANY CLAIM TO THE EXTENT ARISING FROM OR IN CONNECTION WITH EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 9 ABOVE, OR PERSONAL INJURY, DEATH OR DAMAGE TO TANGIBLE PROPERTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY HEREUNDER EXCEED (I) EXCEPT AS PROVIDED IN (II) BELOW, THE TOTAL OF THE FEES PAID AND PAYABLE BY CUSTOMER TO ACRETO FOR THE THEN CURRENT SUBSCRIPTION TERM UNDER THE ORDER TO WHICH THE INITIAL CLAIM RELATES (THE “AGGREGATE FEES”), OR (II) SOLELY FOR DAMAGES RESULTING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 7, THREE (3) TIMES THE AGGREGATE FEES. THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH APPLY WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING NEGLIGENCE), UNDER STATUTE OR OTHERWISE.
11.1 Export Restrictions
If Customer is an agency or contractor of the United States Government, Customer acknowledges and agrees that (i) the Services (including any software forming a part thereof) were developed entirely at private expense, (ii) the Services (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to ACRETO, (iii) the Services (including any software forming a part thereof) are not in the public domain, and (iv) the software forming a part of the Services is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR Section 252.227-7014 or FAR Part 12.212. Customer agrees not to store or process any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State. Customer shall comply with the export laws and regulations of the United States, the State of Israel and other applicable jurisdictions in using the Services and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) Customer shall not permit users to access or use the Services in violation of any U.S. and Israeli export embargo, prohibition or restriction, and (iii) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its users are located.
To the extent that Customer provides ACRETO with ideas or suggestions for improvements or changes to the Service which constitute intellectual property rights under applicable law (“Suggestions”), Customer hereby assigns to ACRETO ownership of such Suggestions and ACRETO will have sole discretion as to whether and how to implement such Suggestions into the Service.
ACRETO may change the Terms of Service from time to time. For any material change to any of the foregoing, ACRETO will inform Customer via electronic communications.
All notices under this Agreement shall be made in writing and delivered to each party at the address under its signature hereto. Notices shall be deemed delivered (i) upon personal delivery with signature required, (ii) one Business Day after they have been sent to the recipient by reputable overnight courier service (charges prepaid and signature required), or (iii) upon successful transmission of an email containing such notice if sent between 9 a.m. and 5 p.m., local time of the recipient, on any Business Day, and as of 9 a.m. local time of the recipient on the next Business Day if sent at any other time, or (iv) three Business Days after deposit in the mail. “Business Day” as used in this Section 14.1 shall mean any day other than Saturday, Sunday or a day on which banking institutions are not required to be open in the Commonwealth of Massachusetts.
14.2 Entire Agreement
This Agreement together with each Order represent the entire agreement
between Customer and ACRETO with respect to the subject matter hereof, and supersede all prior proposals, representations and agreements, whether written or oral, with respect thereto. This Agreement shall govern with respect to all Orders and forms of purchases, whether submitted through electronic transmissions or otherwise, unless otherwise agreed by both parties in writing. The terms and conditions of this Agreement shall take precedence over any conflicting terms in the Order (or, an agreement between ACRETO and the Reseller, if applicable) unless the Order (or the Reseller’s agreement) expressly amends this Agreement and is signed by both parties. Any waiver, amendment, or modification of any right or remedy, in whole or in part under this Agreement, or any additional or different terms in any purchase orders, acknowledgments or other documents other than the Order, will not be effective unless expressly agreed to by both parties in writing or electronic form. If Customer issues a purchase order in connection with an Order, such purchase order shall be solely for Customer’s internal administrative purposes and to facilitate payment. In no event shall the terms of such purchase order modify or become part of these Terms of Service or become binding on ACRETO even if ACRETO signs an acknowledgment copy of such purchase order.
14.3 Assignment and Subcontractors
Except as expressly provided for herein, this Agreement may not be assigned by Customer without the prior written consent of ACRETO, which shall not be unreasonably withheld, including by reason of a change of control or by operation of law. ACRETO may assign this Agreement, without consent, in whole (but not in part), to a successor in interest to its business including in connection with a change of control, merger, acquisition, sale of all or substantially all of its assets, or similar transaction. ACRETO may use subcontractors in connection with the performance of the Services provided that it shall be responsible for the acts and omissions of its subcontractors to the same extent as it would be responsible hereunder for its own acts and omissions. The terms of this Agreement shall be binding upon the permitted successors and assigns of each party.
14.4 Governing Law and Jurisdiction
The terms of this Agreement shall be construed in accordance with the substantive laws of New Jersey without regard to its principles of conflict of law or the U.N. Convention on Contracts for the International Sale of Goods. The Uniform Computer Information Transactions Act (“UCITA”) will not apply to this Agreement regardless of when and howsoever adopted, enacted and further amended under the governing state laws. The parties irrevocably consent to the exclusive jurisdiction of the courts of New Jersey over any action, suit or proceeding arising hereunder, and to the extent not prohibited by law, each of the parties hereby irrevocably waives any and all right to trial by jury in any action, suit or proceeding arising out of or related to this Agreement.
14.5 Force Majeure
Neither party shall be liable for any breach of this Agreement to the extent that such breach arises from factors outside its reasonable control. Customer’s subscription to the Services is predicated on Customer’s use of cloud computing services provided by a third-party cloud service provider, and ACRETO will not be responsible for the acts or omissions of Customer’s cloud service provider.
It is intended that this Agreement shall not violate any applicable law and the unenforceability or invalidity of any provision (other than the provisions obligating Customer to make payments to ACRETO) shall not affect the force and validity of the remaining provisions and such provisions determined to be invalid shall be deemed severed from this Agreement and, to the extent possible, be replaced with terms which as closely as possible approximate the interest and economic intent of such invalid provisions.
Interested in seeing Acreto SASE+Plus in action? Let’s start with some basic information.
Interested in seeing Acreto SASE+Plus in action? Let’s start with some basic information.
Interested in seeing Acreto SASE+Plus in action? Let’s start with some basic information.
Interested in seeing Acreto SASE+Plus in action? Let’s start with some basic information.