Terms of Service

Effective Date: January 1, 2024 | Last Updated: January 1, 2024

1. ACCEPTANCE OF TERMS

By accessing, downloading, installing, or using the Endpoint Solutions platform, software, services, or website (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company, organization, or other legal entity ("Organization"), you represent and warrant that you have the authority to bind such Organization to these Terms.

IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

These Terms constitute a legally binding agreement between you (and your Organization, if applicable) and Endpoint Solutions, Inc., a Delaware corporation ("Endpoint Solutions," "we," "us," or "our").

2. DESCRIPTION OF SERVICES

Endpoint Solutions provides an enterprise-grade Bring Your Own Device (BYOD) security platform including:

• Mobile Device Management (MDM) capabilities
• Data Loss Prevention (DLP) monitoring and enforcement
• Endpoint Detection and Response (EDR) services
• Security compliance monitoring and reporting
• Remote device management and control
• Real-time threat detection and response

The specific features and capabilities available to you depend on your subscription plan and configuration.

3. ELIGIBILITY AND ACCOUNT REQUIREMENTS

3.1 Eligibility

The Services are available only to:

• Legal entities validly existing under applicable law
• Individuals who are 18 years of age or older
• Users who can form legally binding contracts under applicable law
• Users not barred from receiving the Services under U.S. law or other applicable jurisdiction

3.2 Account Registration

You must provide accurate, current, and complete information during registration and maintain the accuracy of such information. You are responsible for:

• Safeguarding your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Ensuring all users comply with these Terms

3.3 Account Termination

We reserve the right to suspend or terminate accounts that:

• Violate these Terms
• Remain inactive for extended periods
• Engage in fraudulent or illegal activities
• Pose a security risk to our Services or other users

4. LICENSE GRANT AND RESTRICTIONS

4.1 License Grant to You

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your internal business purposes
• Install the Endpoint Agent on devices owned or controlled by your Organization
• Access documentation and support materials

4.2 License Restrictions

You shall NOT:

• Sublicense, sell, rent, lease, or transfer the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Remove or alter any proprietary notices
• Use the Services to develop competing products
• Exceed usage limits or circumvent access controls
• Use the Services for illegal or unauthorized purposes
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any systems
• Use automated means to access the Services without permission
• Transmit viruses, malware, or other harmful code

4.3 License Grant from You

You grant us a worldwide, non-exclusive, royalty-free license to:

• Process and store data collected through the Services
• Use aggregated, anonymized data for service improvement
• Reproduce your trademarks and logos for marketing purposes (with consent)

5. FEES AND PAYMENT

5.1 Subscription Fees

You agree to pay all fees according to your selected subscription plan. All fees are:

• Quoted in U.S. dollars unless otherwise specified
• Non-refundable except as required by law
• Exclusive of taxes, which you are responsible for
• Subject to automatic renewal unless cancelled

5.2 Payment Terms

• Fees are due in advance on a monthly or annual basis
• We may suspend Services for overdue accounts
• Late payments accrue interest at 1.5% per month or maximum allowed by law
• You are responsible for collection costs and attorneys' fees

5.3 Price Changes

We may modify fees with 30 days' notice. Continued use after the effective date constitutes acceptance of new fees.

6. INTELLECTUAL PROPERTY

6.1 Ownership

Endpoint Solutions retains all rights, title, and interest in:

• The Services and all components thereof
• All software, technology, and know-how
• All improvements, modifications, and derivatives
• All intellectual property rights related to the above

6.2 Feedback

Any feedback, suggestions, or ideas you provide become our property, and we may use them without restriction or compensation.

6.3 Third-Party Rights

The Services may contain third-party software subject to separate license terms. Your use of such software is governed by the applicable third-party licenses.

7. CONFIDENTIALITY

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Not disclose Confidential Information to third parties
• Use Confidential Information only for purposes of these Terms
• Protect Confidential Information with reasonable care

These obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Was rightfully known before disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law (with notice where permitted)

8. DATA PRIVACY AND SECURITY

8.1 Data Processing

We process data according to our Privacy Policy and applicable data protection laws. You represent that:

• You have all necessary rights to provide data to us
• You have obtained required consents from data subjects
• Your use complies with applicable privacy laws

8.2 Security Measures

We implement industry-standard security measures but cannot guarantee absolute security. You acknowledge that:

• No Internet transmission is completely secure
• You use the Services at your own risk
• We are not liable for unauthorized access despite reasonable precautions

8.3 Data Breach Notification

We will notify you of data breaches as required by law. You are responsible for complying with your breach notification obligations.

9. WARRANTIES AND DISCLAIMERS

WE SPECIFICALLY DISCLAIM ALL WARRANTIES INCLUDING:

• IMPLIED WARRANTIES OF MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• TITLE
• QUIET ENJOYMENT

WE DO NOT WARRANT THAT:

• The Services will meet your requirements
• The Services will be uninterrupted or error-free
• Defects will be corrected
• The Services are free of viruses or harmful components
• Results obtained will be accurate or reliable

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Endpoint Solutions, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your violation of any rights of another party
• Your violation of any applicable laws
• Any content or data you provide
• Your users' actions or omissions

11. LIMITATION OF LIABILITY

OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:

• The fees paid by you in the 12 months preceding the claim, or
• $100 USD

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

12. DISPUTE RESOLUTION

12.1 Binding Arbitration

ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE RESOLVED THROUGH BINDING ARBITRATION administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be:

• Conducted in San Francisco, California
• Conducted in English
• Decided by a single arbitrator
• Governed by the Federal Arbitration Act

12.2 Class Action Waiver

YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION. Disputes must be brought on an individual basis only.

12.3 Exceptions

Notwithstanding the above, either party may seek injunctive relief in court for:

• Intellectual property infringement
• Breach of confidentiality
• Enforcement of the arbitration provisions

12.4 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

13. TERM AND TERMINATION

13.1 Term

These Terms commence upon your first use of the Services and continue until terminated.

13.2 Termination by You

You may terminate by:

• Cancelling your subscription
• Ceasing use of the Services
• Providing written notice to us

13.3 Termination by Us

We may terminate or suspend your access immediately if you:

• Breach any provision of these Terms
• Fail to pay fees when due
• Engage in conduct harmful to us or other users
• Use the Services for illegal purposes

13.4 Effect of Termination

Upon termination:

• Your license to use the Services immediately ends
• You must cease all use and uninstall all software
• We may delete your data after 30 days
• Fees paid are non-refundable
• Provisions that should survive will remain in effect

14. EXPORT COMPLIANCE

You represent and warrant that:

• You are not located in a country subject to U.S. embargo
• You are not on any U.S. government prohibited party list
• You will not export or re-export the Services in violation of export laws
• You will not use the Services for prohibited end uses

15. U.S. GOVERNMENT RIGHTS

The Services are "commercial items" as defined in FAR 2.101. Government end users acquire only those rights granted to all other end users under these Terms.

16. FORCE MAJEURE

Neither party shall be liable for delays or failures due to causes beyond reasonable control, including but not limited to:

• Acts of God or nature
• War, terrorism, or civil unrest
• Government actions or regulations
• Labor disputes or strikes
• Pandemic or epidemic
• Internet or telecommunications failures

17. MODIFICATIONS TO TERMS

We may modify these Terms at any time by:

• Posting revised Terms on our website
• Notifying you via email or in-Service notice
• Updating the "Last Updated" date

Continued use after changes constitutes acceptance. If you disagree with changes, you must stop using the Services.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable Order Forms, constitute the entire agreement between the parties.

18.2 Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

18.3 No Waiver

Failure to enforce any right or provision shall not constitute a waiver.

18.4 Assignment

You may not assign these Terms without our prior written consent. We may assign our rights to any successor or affiliate.

18.5 Notices

Legal notices must be sent to:

Endpoint Solutions, Inc.
Attn: Legal Department
100 Enterprise Way, Suite 500
San Francisco, CA 94105
Email: legal@endpoint.solutions

18.6 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.7 Third-Party Beneficiaries

There are no third-party beneficiaries to these Terms except our affiliates and service providers.

18.8 Survival

Provisions relating to intellectual property, confidentiality, indemnification, disclaimers, limitations of liability, and dispute resolution shall survive termination.

19. SPECIFIC SERVICE TERMS

19.1 Beta Features

Beta features are provided "as is" without warranties or SLAs. We may discontinue beta features at any time without notice.

19.2 Free Trials

Free trials are limited in duration and features. We reserve the right to terminate free trials at any time.

19.3 Service Level Agreement

Enterprise customers may be eligible for a separate Service Level Agreement. Contact sales@endpoint.solutions for details.

20. CONTACT INFORMATION

For questions about these Terms, contact us at: