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SaaS Agreement

This SaaS agreement (“Agreement”) isa legal contract between you (“you” or “Customer”) and LassoSecurity Inc. (“Company”) (each, as a “Party” and collectively,as the “Parties”). By clicking “verify and sign”, or other similarbutton or by accessing and/or using the platform or its related servicesprovided thereunder, you accept and agree to be bound by the terms of this Agreementas of the date of its acceptance by you (the “Effective Date”).

By signing or agreeing to be bound by theterms of this Agreement, you also represent that you: (i) have the authority toact on behalf of and bind your company or other legal entity to these terms;(ii) are binding your company or other legal entity to these terms, in whichcase the terms “Customer” and “you” in this paragraph refer to such entity; and(iii) waive any rights or requirements under any laws or regulations in anyjurisdiction which require an original (non-electronic) signature or deliveryor retention of non-electronic records, to the extent permitted underapplicable law.

If you do not wish to be bound by the termsof this Agreement or do not have the authority to enter into this Agreement onbehalf of your company or other legal entity do not accept this Agreement anddo not access and/or use the platform or its related services.

If Customer has purchased the subscriptionhereunder from a partner, reseller or distributor authorized by Company (“Partner”),to the extent there is any conflict between this Agreement and the agreemententered between Customer and the respective Partner, including any purchaseorder (“Partner Order Form”), then, as between Customer and Company,this Agreement shall prevail. Any rights granted to Customer in such PartnerOrder Form which are not contained in this Agreement, apply only in connectionwith such Partner. In that case, Customer must seek redress or realization orenforcement of such rights solely with such Partner and not Company.
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1. Definitions.

The following capitalized terms have the meanings set forth below:
1.1. “Feature” means anymodule, tool, functionality, or feature of the Service.
1.2. “Order Form” means anyorder form issued by the Company and agreed to by the Customer for theprovision of the Services granted under this Agreement. The “Order Form” shallinclude the scope of the Service that Customer is subscribing to, as well asthe commercial terms, agreed between the Parties.  
1.3.“Order Form Effective Date”means the date you submit the Order Form by way of clicking “verify and sign”on the Order Form webpage and if “verify and sign” button  does not exist,then it means the date of the last signature on the Order Form.
1.4.“Subscription Scope”means any Service usage and/or limitations set forth in the Order Form.
1.5.“Initial Subscription Term”means the Service initial subscription period specified in the Order Form orthe initial subscription period specified under the Partner Order Form (as thecase may be).
1.6.“Users” means anemployee of Customer authorized to access and use the Service. If the Customer is acting as a Partner that has purchasedthe subscription hereunder for its own clients (“Customer’s EndUsers”), as authorized by the Company under a separate reseller agreementsigned between the Customer and the Company (“Reseller Agreement”), thenthe definition of User shall also include Customer’s End Users.

2. Subscribtion
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2.1.  Access Right. Subject to the terms and conditions of this Agreement, Company hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable,non-transferable and revocable right to remotely access (i.e. on a SaaS basis) Company's software-as-a-service product (the “Service”) during the Subscription Term (as defined below), solely for Customer's internal purposes(collectively, the “Subscription”). Unless otherwise indicated, the term“Service” also includes any appliance and any manual or documentation providedor made available to Customer in connection with the operation of the Service (“Documentation”).Customer may only use the Service in accordance with the Documentation and subjectto the use limitations specified in this Agreement and the respective Order Form or Partner Order Form (if purchased via Partner) and applicable laws and regulations. Customer shall be solely responsible for providing all equipment,systems, assets, access, and ancillary goods and services needed to access anduse the Service, for ensuring their compatibility with the Service
2.2.  Additional Purchases. Purchases of access to additional Features and/or purchases ofadditional volume under the Subscription Scope (collectively, “AdditionalPurchases”), shall be made by mutually signed written addendum to the OrderForm or by executing a new order form, in each case according to the pricingagreed between the Parties (or the pricing pre-agreed in the Order Form, ifany). If Additional Purchases take effect during a Subscription Term, theSubscription Fees and the term will be prorated to be coterminous with saidSubscription Term.
2.3. Account Setup. In order to access the Service, Customer may be required to set upan administrative account with Company, by submitting the information requestedin the applicable Service interface (“Account”), and each User may needto set up a user account (each, a “User Account”, and references hereinto the “Account” shall be deemed to include all such User Accounts ifapplicable). Customer warrants that all information submitted during theregistration process is, and will thereafter remain, complete and accurate.Customer shall be responsible and liable for all activities that occur under orin the Account. Customer will ensure that all Users keep user ID and passwordinformation strictly confidential and not share such information with anyunauthorized person. Customer shall be fully responsible and liable for anybreach of this Agreement by a User. Unauthorized access or use of the Servicemust be immediately reported to the Company.
2.4. Hosting. The Service is hosted by a third party hosting services provider(s)selected by Company (“Hosting Provider”), and accordingly theavailability of the Service shall be in accordance with the Hosting Provider'sthen-current uptime commitments.

3. Trial Period.

Company may, at its sole discretion, offer a free trial subscription to the Service, on which the Account was provisioned and ending at the date determined specified in the Order Form (“Trial Period”). Unless otherwise agreed between the Parties, no fees are due from Customer for use of the Service during the Trial Period. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING THE TRIAL PERIOD THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTY WHASOEVER AND COMPANY WILL HAVE NO WARRANTY, INDEMNITY OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE TRIAL PERIOD. FOR GREATER CLARITY, COMPANY SHALL NOT BE LIABLE HEREUNDER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER; NOR FOR DAMAGES OR LOSSES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, OR DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. In the event of any inconsistencies between the terms of this Section ‎3 and other provisions of this Agreement, the terms specified in this Section ‎3 shall prevail with respect to the Trial Period.

4. Support Services.

During the Subscription Term, Company shall provide support and maintenance services in accordance with Company's then current support service terms.

5. Subscription Fees.
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5.1     Subscription Fees.  If Customer has purchased the Subscription directly from Company, and not from a Partner, this Section shall apply. Customer shall pay Company the Subscription fees specified in an applicable Order Form (the“Subscription Fees”).
5.2.   Other Fees. Customer shall pay Company whatever other fees or charges arespecified under the Order Form (“Other Fees”, and together with the Subscription Fees, the “Fees”).
5.3.   General.  Unless expressly stated otherwise in the Order Form: (a) all Fees are stated, and areto be paid, in US Dollars; (b) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; (c) all Fees are payable, and shall be invoiced, at the start of the Subscription Term,and shall be paid within thirty (30) days of issuance of invoice; and  (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of the rate of oneand a half percent (1.5%) per month and the highest amount permitted by applicable law.
5.4.  Suspension. Company reserves the right to temporarily suspend provision of the Service: (a) if Customer is seven (7) days or more overdue on a payment; (b) ifCompany deems such suspension necessary as a result of Customer’s breach underSection ‎‎6 (SubscriptionRestrictions); (c) if Company reasonably determines suspension is necessaryto avoid material harm to Company or its other customers, including if the Service'scloud infrastructure is experiencing denial of service attacks or other attacksor disruptions outside of Company’s control; or (d) as required by law or atthe request of governmental entities.
5.5.  Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Company's net income. In theevent that Customer is required by any law applicable to it to withhold ordeduct taxes for any payment under this Agreement, then the amounts due to Company shall be increased by the amount necessary so that Company receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Customer not made any such withholding or deduction. Any terms or conditions (whether printed, hyperlinked, or otherwise) in a purchase order or related correspondence, which purport tomodify or supplement this Agreement (or the corresponding Order Form), shall bevoid and of no effect.
5.6. Purchase from Partner. If Customer purchased the Subscription to the Service via a Partner, suchsubscription is subject to the full payment of the applicable fees as set forthin the Partner Order Form between Customer and the respective Partner. Allpayments shall be made directly to Partner, as agreed between Customer andPartner. If Customer is entitled to a refund under the terms and conditions ofthis Agreement, then, unless Company specifies otherwise, Company will refundany applicable fees to the Partner, and the Partner alone will be responsible forrefunding the appropriate amounts to Customer.

6. Subscription Restrictions.

‍As a condition to the Subscription, and except as expressly permitted otherwise under this Agreement, Customer shall not and shall not allow (directly and indirectly) any User or any third party to: (i) copy, modify, create derivative works of or distribute any part of the Service (including by incorporation into its products); (ii) sell, license (or sub-license), lease, assign, transfer, pledge, or share Customer's rights under this Agreement with any third party; (iii) disclose the results of any testing or benchmarking of the Service to any third party; (iv) disassemble, decompile, reverse engineer or attempt to discover the Service’s source code or underlying algorithms; (v) use the Service in a manner that violates or infringes any rights of any third party, including but not limited to, privacy rights, publicity rights or intellectual property rights; (vi) remove or alter any trademarks or other proprietary notices related to the Service; (vii) circumvent, disable or otherwise interfere with security-related features of the Service or features that enforce use limitations; (viii) export, make available or use the Service in any manner prohibited by applicable laws (including without limitation export control laws); (ix) take any action that imposes or may impose (as determined in Company’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; (x) transmit any malicious code (i.e., software viruses, Trojan horses, worms, malware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Service; and/or (xi) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it.

7. Personal Data.

To the extent that Customer needs a data processing agreement, Customer shall request Company to provide it with Company's Data Processing Agreement (“DPA”) and shall return such DPA signed to Company as described therein. The Company's privacy policy, currently available at https://lasso-security.webflow.io/privacy-policy (“Privacy Policy”), outlines Company’s practices towards handling any personal information that Customer may provide to the Company and/or that Company may collect in the course of providing the Service to Customer hereunder. For such purposes to the maximum extent permitted by applicable law, Customer hereby consents to the Privacy Policy, and the Privacy Policy is hereby incorporated by reference.

8. Warranties.

‍Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization; and that the execution  and performance of this Agreement will not conflict with other agreements, commitments and licenses to which it is bound or violate applicable law. Customer further represents and warrants that: (i) it has obtained all required approvals and permissions necessary in order to allow the Company to perform the Service.

9. Intellectual Property Rights.
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9.1     Service. The Service and/or any copies thereof, is not for sale and is the Company’s sole property. As between the Parties, Company is, and shall be, the sole and exclusive owner of all intellectual property rights in and to: (a) the Service and all related software and intellectual property; and (b) any and all improvements, derivative works, and/or modifications of/to the foregoing, regardless of inventorship or authorship. Customer shall make, and hereby irrevocably makes, all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this paragraph. This Agreement does not convey to Customer any interest in or to the Service other than a limited right to use the Service in accordance with Section ‎2.1. Company shall be entitled, from time to time, to modify and replace the Features (but not material functionalities, unless it improves the material functionality) and user interface of the Service. Nothing herein constitutes a waiver of the Company’s intellectual property rights under any law.
9.2    Feedback. If Company receives any feedback (which may consist of questions, comments, suggestions or the like) regarding any of the Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to Company and that such shall be considered Company's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Company at its sole discretion, and that Company in no way shall be obliged to make use of the Feedback or part thereof.
9.3    Analytic Information. Any anonymous information, which is derived from the use of the Service (i.e., metadata, aggregated and/or analytics information and/or intelligence relating to the operation, support, and/or Customer’s use, of the Service) which is not personally identifiable information (“Analytics Information”) may be used for providing the Service, for any purpose including for development, providing support, prevention of system abuse, fulfill legal obligations and/or for statistical purposes. Such Analytics Information is Company's exclusive property.
9.4    Customer Data. While using the Services, certain data, such as personal data or other data, will be made available and/or accessible to Company or the Service (the “Customer Data”). Customer hereby grants Company and its affiliates a worldwide and non-exclusive,  right and license,  to access and use the Customer Data, including without limitation for Company's provision of the Services and related services hereunder. As the exclusive owner of the Customer Data, Customer represents, warrants and covenants that to the extent the Customer Data includes any personally identifiable information, Customer has received and/or obtained any and all required consents or permits and has acted in compliance with any and all applicable privacy laws, including, without limitation privacy laws, as to allow the Company to receive, transfer and use the Customer Data solely in order to perform the Service. Company may however be required to disclose the Customer Data: (a) to satisfy any applicable law, regulation, legal process, subpoena or governmental request; or (b) to collect, store, transfer, and/or process the Customer Data through Company's affiliates, subsidiaries, third party service providers and vendors as reasonably necessary to provide the Service.

10. Third Party Components.

The Service may use or include third party open source software, files, libraries or components that may be distributed to Customer and are subject to third party open source license terms. If there is a conflict between any open source license and the terms of this Agreement, then the open source license terms shall prevail but solely in connection with the related third party open source software. Company makes no warranty or indemnity hereunder with respect to any third party open source software.

11. Confidentiality.

Each Party may have access to certain non-public information and materials of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither Party shall use or disclose the Confidential Information of the other Party except for performance of its obligations under this Agreement (“Permitted Use”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing Party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

12. Disclaimer of Warranties.

The warranties under this Section ‎do not apply during the Trial Period. Company represents and warrants that, under normal authorized use, the Service shall substantially perform in conformance with its Documentation. As the Customer's sole and exclusive remedy and Company's sole liability for breach of this warranty, Company shall use commercially reasonable efforts to repair the Service. The warranty set forth herein shall not apply if the failure of the Service results from or is otherwise attributable to: (i) repair, maintenance or modification of the Service by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Service; (iii) use of the Service other than in accordance with the Documentation; (iv) the combination of the Service with equipment or software not authorized or provided by Company; or (v) any inaccuracy in the code or other information provided or made available to Company. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND THE RESULTS THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DOES NOT WARRANT THAT: (I) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OR (II) THE SERVICE WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN THIS SECTION ‎AND SECTION ‎‎8 (WARRANTIES), THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON- INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES RELATED TO PUBLIC NETWORKS OR CUSTOMER'S HOSTING SERVICES. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY WARRANTIES AND REPRESENTATIONS MADE BY ANY PARTNER TO CUSTOMER.

13. Limitation of Liability.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, AND EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER'S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY'S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE SUBSCRIPTION RESTRICTIONS BY CUSTOMER): (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; AND (II) EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID OR PAYABLE TO THE COMPANY BY THE CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO COMPANY UNDER THIS AGREEMENT (INCLUDING ITS EXHIBITS AND THE ORDER FORM). THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND: (A) EVEN IF COMPANY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (B) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY).

14. Indemnification
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14.1. Company agrees to defend, atits expense, any third party action or suit brought against Customer alleging that the Services, when used as permitted under this Agreement, infringes intellectual property rights of a third party (“IP Infringement Claim”);and the Company will pay any damages awarded by a final judgment of a courtagainst Customer that are attributable to any such IP Infringement Claim, provided that (i) Customer promptly notifies Company in writing of such claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonableinformation and assistance in connection there with, at Company’s expense.Company will not be bound by any settlement that Customer enters into without Company's prior written consent.
14.2. If the Service becomes, or in Company's opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole discretion: (a) procure for Customer the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Company's reasonable efforts, then Company may terminate the affected Order Form(s) upon written notice to Customer, and Customer shall be entitled to receive a pro-rated refund of any prepaid Fees under such Order Form(s) based on the remaining period of the corresponding Subscription Term(s).
14.3. Notwithstanding the foregoing,Company shall have no responsibility for IP Infringement Claims resulting from or based on: (i) Company’s compliance with Customer’s instructions or specification; (ii) modifications to the Service made by a party other than the Company or its designee; (iii) the Customer's failure to implement software updates provided by the Company specifically to avoid infringement; or (iv) combination or use of the Services with equipment, devices or software not supplied by Company or not in accordance with the Documentation.
14.4. This Section ‎‎14 states Company's entire liability, and Customer's exclusive remedy, for any IP Infringement Claim.

15. Term and Termination.
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15.1. Term. This Agreement commences on the Order Form Effective Date and, unless terminated in accordance herewith, shall continue in full force and effect until for the duration of the Initial Subscription Term  or the initial subscription terms specified in the Partner Order Form (as the case may be) (the “Initial Subscription Term”). In case Customer purchased the subscription directly from the Company, following such Initial Subscription Term, this Agreement shall be automatically renewed at the then-applicable subscription fees for successive one (1) year terms , unless either Party notifies the other Party in writing of its intent not to renew the Agreement, not less than sixty (60) days prior to the expiration of the then-current Subscription Term (each, a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”).
15.2. Trial Period Term. In case Customer was granted with an access right to use the Service during the Trial Period according to Section ‎‎3, this Agreement shall enter into force and effect on the Order Form Effective Date and shall remain in full force and effect for the Trial Period (as may be extended solely by Company's explicit prior written approval). Following the Trial Period, this Agreement shall be automatically renewed for the applicable Initial Subscription Term specified in the Order Form unless Customer provides Company with at least ten (10) days prior written notice of non-renewal of the Agreement or the applicable Order Form
15.3. Termination for Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within sixty (15) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be seven (7) days).
15.4. Termination for Bankruptcy. Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within sixty (60) days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.
15.5. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) the Subscription shall automatically terminate, (b) Customer shall cease all access and use of the Services thereunder, (c) Customer shall (as directed by the Company) permanently erase and/or return all Confidential Information of Company in Customer's possession or control, and (d) any sums paid by Customer until the date of termination or expiration are non-refundable. Following termination or expiration, all outstanding Fees and other charges that accrued as of termination, shall become immediately due and payable, and if necessary Company shall issue a final invoice therefor.
15.6. Survival. Sections ‎9 (Intellectual Property Rights) through ‎16 (Miscellaneous) shall survive termination or expiration of this Agreement, and the provisions of this Agreement that, by their nature and content, must survive the termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

16. Miscellaneous.

16.1. Entire Agreement. This Agreement, including any Order Form(s), DPA (if any) and any exhibits attached or referred hereto, represents the complete agreement concerning the subject matter hereof and may be amended only by a written agreement executed by both Parties. For clarity, it is hereby explicitly agreed by the Parties that any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect.  The section and subsection headings used in this Agreement are for convenience of reading only, and shall not be used or relief upon to interpret this Agreement. This Agreement may be executed in any number of counterparts (including digitally, electronically scanned and e-mailed PDF copies, and any similarly signed and electronically or digitally transmitted copies) each of which will be considered an original, but all of which together will constitute one and the same instrument.
16.2. Waiver. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
16.3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction, and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
16.4. Government Users. Any use of the Service by an agency, department, or other entity of the United States government shall be governed solely by the terms of this Agreement.
16.5. No Third Party Beneficiaries. Except as stated otherwise herein, this Agreement is for the sole benefit of the parties hereto and nothing herein, express or implied, shall give, or be construed to give, any rights hereunder to any other person.
16.6. Assignment. This Agreement may not be assigned by Customer, in whole or in part, without Company's prior express written consent. Company may assign this Agreement, in whole or in part, without restriction or obligation. Furthermore, any Company obligation hereunder may be performed (in whole or in part), and any Company right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an affiliate of Company. Any prohibited assignment will be null and void. Subject to the provisions of this Section (Assignment), this Agreement will bind and inure to the benefit of each Party and its respective successors and assigns.
16.7. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods, as well as the Uniform Computer Information Transactions Act (UCITA) (regardless of where or when adopted), shall not apply to this Agreement and are hereby disclaimed. Any claim, dispute or controversy between the Parties will be subject to the exclusive jurisdiction and venue of the courts located in New York County and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY. EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Company shall only be enforceable against Company, and not any other entity or Company's officers, directors, representatives, employees, or agents. 
16.8. Relationship. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.
16.9. Force Majeure. The Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes beyond the reasonable control of the Company including, but not limited to on account of strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of the Company.
16.10. Publicity. Company may use Customer’s name and logo on Company's website and in its promotional materials to state that Customer is a customer. 
16.11. Third Party Content. The Service may present, or otherwise allow Customer to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Company (such Content, “Third Party Content”). The Service may also enable Customer to communicate with the related third parties. The display or communication to Customer of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company of such Third Party Content or third party, nor any affiliation between Company and such third party. Company shall have no obligation or liability of any kind whatsoever for Third Party Content or for the third party's policies, practices, actions, or omissions. If Customer enables or uses Third Party Content with the Service, Company will allow the Third Party Content providers to access and use Customer Content as required for the interoperation of the Third Party Content and the Service. Any Third Party Content provider’s use of Customer Content is subject to the applicable agreement between Customer and the Third Party Content provider.
16.12. Amendment. This Agreement may only be modified or supplemented by a written instrument referencing this Agreement, which is duly signed by each Party.
16.13. Notices. Any notice or communication required or permitted under this Agreement will be in writing to the addresses set forth in this Agreement (or at such other address as may be given in writing by either Party), and will be deemed to have been received by the addressee upon: (a) personal delivery; (b) the second business day after being mailed or couriered; or (c) the day of sending by email, except for notices of breach (other than for non-payment) or an indemnifiable claim, which must be made by mail or courier. Email notifications to Company shall be to contactus@lasso.security. Company may also give Customer notices via Customer's Account and/or via postings on or through the functionality of the Service (and such notices shall be deemed given immediately).
‍16.14. Expense. Except as may be expressly stated otherwise in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
16.15. Customer Resources. Except for the Service, Customer shall be solely responsible: (a) for providing all hardware, software, systems, assets, facilities, and ancillary goods and services needed for Customer to access and use the Service; (b) for ensuring their compatibility with the Service; and (c) for obtaining (and maintaining) all consents and licenses necessary to exercise Customer's rights under the Subscription. In the event Company is legally or contractually required to modify or replace features or functionalities of the Service in order to ensure the Service complies with the terms of service or privacy policies of various platforms, networks and/or websites, Customer shall be responsible for making all necessary changes to Customer’s hardware, software, systems, assets, and facilities in order to continue using the Service.
16.16. Global Trade Compliance. You agree to comply with the trade-related laws and regulations ofthe U.S. and other national governments. If you export, import or otherwisetransfer any of the Services, you will be responsible for obtaining anyrequired export or import authorizations. The Company, its third party’sproviders, and/or their respective affiliates are entitled to conduct an auditof your compliance with Sections ‎16.16 to ‎16.18. 
16.17. U.S. Government.  If the Services are  licensed to you for use in the performance ofa U.S. Government prime contract or subcontract, you agree that, consistentwith FAR 12.211 and 12.212, commercial computer software, computer softwaredocumentation and technical data for commercial items are licensed under thisAgreement.
16.18. Anti-Corruption Laws.  You acknowledge that you arefamiliar with the provisions of the U.S. Foreign Corrupt Practices Act, theU.K. Bribery Act and other similar anti-corruption legislation in otherjurisdictions where you do business or which otherwise apply to you (together,“Anti-Corruption Laws”). You agree that you shall not, in connection with this Agreement, make any payment or transfer anything of value to, offer, promise or give a financial or other advantage to, or request, agree to receive r accept a financial or other advantage from, either directly or indirectly:(a) any government official or employee (including employees of a government corporation or public international organization); (b) any political party or candidate for public office; or (c) any other person or entity with an intent to obtain or retain business or otherwise gain an improper business advantage. You further agree that you will not take any action which would cause either you or any direct or indirect licensor to be in violation of the Anti-Corruption Laws.  You agree to promptly notify the Company if you become aware of any such violation.  In case of breach of the above, the Company may suspend or terminate your rights here under at any time without notice or liability.