Last Updated: October 1, 2024

‍Please read these Terms of Service (these “Terms”) carefully. These Terms govern California Security Agency’s provision of software and services, including California Security Agency’s website located at www.California Security Agencysoftware.com (“Site”), and Customer’s (as defined below) use thereof, as set forth in an Order Form (as defined below) executed between California Security Agency Software, Inc. (“California Security Agency” or “we”) and Customer. TOGETHER, THESE TERMS AND ANY ORDER FORM(S) CONSTITUTE THE “AGREEMENT.” THE AGREEMENT IS EFFECTIVE AS OF THE ORDER FORM EFFECTIVE DATE (AS DEFINED AND SET FORTH IN THE INITIAL ORDER FORM). CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE ORDER FORM.

BY EXECUTING AN ORDER FORM THAT INCORPORATES THESE TERMS BY REFERENCE AND/OR OTHERWISE USING THE SERVICES, THE INDIVIDUAL OR ENTITY OBTAINING THE RIGHT TO ACCESS SUCH SERVICES (“CUSTOMER” or “YOU”) IS AGREEING TO BE BOUND BY AND IS A PARTY TO THIS AGREEMENT. IF THE INDIVIDUAL SIGNING THE ORDER FORM FOR CUSTOMER IS SIGNING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

‍WE reserve the right, at OUR sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. You may read a current, effective copy of these Terms by visiting the “Terms of Service” link on the Site. CALIFORNIA SECURITY AGENCY will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the California Security Agency solution or site, after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you will not access, browse, or use (or continue to access, browse, or use) the California Security Agency solution or site.

YOU MAY NOT ACCESS THE SERVICES IF YOU ARE A DIRECT COMPETITOR OF CALIFORNIA SECURITY AGENCY, EXCEPT WITH CALIFORNIA SECURITY AGENCY‘S PRIOR WRITTEN CONSENT. IN ADDITION, YOU MAY NOT ACCESS THE SERVICES FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

‍1. DEFINITIONS.Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.“Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the California Security Agency Solution.“Applicable Data Protection Laws” means any applicable US state laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, Processing or transfer of Personal Data.“Authorized User” means each of Customer’s employees, agents, independent contractors and customers who are authorized to access the California Security Agency Solution using a user identifier and password provided to Customer by California Security Agency or other manner of access expressly permitted by California Security Agency.“Customer Content” means any content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services.“Documentation” means the technical materials provided by California Security Agency to Customer, if any, in hard copy or electronic form describing the use and operation of the California Security Agency Solution.“California Security Agency Solution” means the software-as-a-service application identified in any Order Form that allows Authorized Users to access certain features and functions through a web interface or mobile application.“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b)trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.“Licensed Material” means results, reports, materials and documentation made available to Customer as part of the Services.“Order Form” means an order form that is signed by both parties and references this Agreement.“Personal Data” means any Customer Content, whether in electronic or paper-based form that constitutes “personal data,” “personal information,” or “personally identifiable information” or similar information governed by Applicable Data Protection Laws.  For clarity, Personal Data does not include information pertaining to Customer’s business contacts and/or representatives who are Customer personnel where California Security Agency has determined what information to collect and for what purposes.“Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.“Professional Services” means professional services provided by California Security Agency to Customer as described in any Order Form (as may be further elaborated in any SOW), including services relating to the California Security Agency Solution and support, implementation, training, and on-boarding thereof.“Services” means any services provided by California Security Agency to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the California Security Agency Solution and Professional Services.

‍2. PROVISION OF SERVICES.

2.1 Access. Subject to Customer’s payment of the fees set forth in the Order Form (“Fees”), California Security Agency will provide Customer with access to the California Security Agency Solution via a web browser. On or as soon as reasonably practicable after the Commencement Date, California Security Agency will provide to Customer the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Customer and its Authorized Users to access the California Security Agency Solution in accordance with the Access Protocols; provided that nothing herein will be construed to require California Security Agency to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access the California Security Agency Solution from the Internet.    

‍2.2 Support Services. Subject to the terms and conditions of this Agreement, California Security Agency will exercise commercially reasonable efforts to (a) provide support for the use of the California Security Agency Solution to Customer, and (b) keep the California Security Agency Solution operational and available to Customer, in each case in accordance with its then-current standard policies and procedures.

‍2.3 Authorized Users. The California Security Agency Solution may be accessed or used only by Authorized Users. Customer will not make the California Security Agency Solution available to any person or entity other than Authorized Users. Customer will be responsible for Authorized Users’ compliance with these Terms and for maintaining the confidentiality of all secure login information, passwords and other information related to its and its Authorized Users’ respective accounts at all times.

‍3. INTELLECTUALPROPERTY.

3.1 License Grant. Subject to the terms and conditions of this Agreement, California Security Agency grants to Customer anon-exclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)) license during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form, (a) to access and use the California Security Agency Solution and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the California Security Agency Solution. Customer may permit any Authorized Users to access and use the features and functions of the California Security Agency Solution as contemplated by this Agreement; provided Customer will be solely responsible for all acts or omissions of its Authorized Users with respect to the use of the California Security Agency Solution.

‍3.2 Restrictions. Customer will not, and will not permit any Authorized User or other party to: (a) allow any third party to access the California Security Agency Solution, Site, Licensed Material or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the California Security Agency Solution, Site, Licensed Material or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the California Security Agency Solution, Site, Licensed Material or Documentation for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the California Security Agency Solution or Site, except as permitted by law; (e) interfere in any manner with the operation of the California Security Agency Solution, Site or the hardware and network used to operate the California Security Agency Solution or Site; (f) modify, copy or make derivative works based on any part of the California Security Agency Solution, Site or Documentation; (g) access or use the California Security Agency Solution or Site to build a similar or competitive product or service; (h) attempt to access the California Security Agency Solution or Site through any unapproved interface; or (i) otherwise use the California Security Agency Solution, Site, Licensed Material, or Documentation in any manner that exceeds the scope of use permitted under Section 3 (License Grant) or in a manner inconsistent with applicable law (including, without limitation, Applicable Data Protection Laws), the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of California Security Agency or its licensors on the Licensed Material or any copies thereof.    

‍3.3 Ownership. The California Security Agency Solution, Site, Licensed Materials and Documentation, and all enhancements and improvements thereto, and worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of California Security Agency and its suppliers. All rights in and to the California Security Agency Solution, Site and Documentation not expressly granted to Customer in this Agreement are reserved by California Security Agency and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the California Security Agency Solution, Site, Documentation, or any part thereof.

‍3.4 License to Licensed Material.  Subject to the terms and conditions of this Agreement, California Security Agency grants Customer a perpetual, royalty-free, fully-paid, nonexclusive, non-transferable (except as permitted under Section 13.5 (No Assignment)), non-sublicensable license to use the Licensed Material solely for Customer’s internal business purposes.

‍3.5 Open Source Software. Certain items of software may be provided to Customer with the California Security Agency Solution and are subject to “open source” or “free software” licenses (“Open Source Software”).Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of Sections 3.3 (Ownership) or 11 (Indemnification). Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, California Security Agency makes such Open Source Software, and California Security Agency’s modifications to that Open Source Software, available by written request at the notice address specified below.

‍3.6 Feedback. Customer hereby grants to California Security Agency a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Authorized Users, relating to the Services.  California Security Agency will not identify Customer as the source of any such feedback.

‍3.7 Third Party Services. The Services may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, Customer and its Authorized Users may enable or log in to the Service via various online Third-Party Services. Customer’s and its Authorized Users’ access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer and its Authorized Users may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide California Security Agency with access to certain information that Customer and its Authorized Users has provided to third parties, including through such Third-Party Services, and California Security Agency will use, store and disclose such information in accordance with California Security Agency’s Privacy Policy. For more information about the implications of activating Third-Party Services and California Security Agency’s use, storage and disclosure of information related to Customer, Authorized Users and their use of such Third-Party Services within the Services, please see our Privacy Policy. California Security Agency has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. California Security Agency encourages Customer and its Authorized Users to review the privacy policies of the third parties providing Third-Party Services prior to using such services. Customer, and not California Security Agency, will be responsible for any and all costs and charges associated with Customer’s and its Authorized Users’ use of any Third-Party Services. California Security Agency enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings Customer or its Authorized Users have with third parties while using the Services are between Customer and the third party. California Security Agency will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. California Security Agency reserves the right (in addition to any other rights or remedies California Security Agency may have) to discontinue the California Security Agency Solution or Site and suspend all Authorized Users’ and Customer’s access to the California Security Agency Solution or Site, in part or in full, if required by any third Party Services.

‍4. FEES AND EXPENSES; PAYMENTS.

4.1 Fees. Inconsideration for the access rights granted to Customer and the Services performed by California Security Agency under this Agreement, Customer will pay to California Security Agency the Fees. Except as otherwise provided in the Order Form, all Fees are billed monthly and due and payable within thirty (30) days of the date of the invoice.  California Security Agency will be reimbursed only for expenses that are expressly provided for in an Order Form or SOW or that have been approved in advance in writing by Customer, provided California Security Agency has furnished such documentation for authorized expenses as Customer may reasonably request.  California Security Agency reserves the right (in addition to any other rights or remedies California Security Agency may have) to discontinue the California Security Agency Solution and suspend all Authorized Users’ and Customer’s access to the Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times.  Except as provided in an Order Form, fees are not refundable.

‍4.2 Payment Processing. From time-to-time California Security Agency may use certain third parties to provide payment services (e.g., card acceptance, merchant settlement and related services) (“Payment Processors”).  By selecting certain billing and/or payments features, Customer agrees to comply with the terms and conditions and policies of the Payment Processors used by California Security Agency, and hereby consents and authorizes California Security Agency to share any information and payment instructions provided herein with Payment Processors to the minimum extent required to complete Customer’s transactions hereunder.

‍4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on California Security Agency’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the California Security Agency Solution to Customer. Customer will make all payments of Fees to California Security Agency free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of Fees to California Security Agency will be Customer’s sole responsibility, and Customer will provide California Security Agency with official receipts issued by the appropriate taxing authority, or such other evidence as the California Security Agency may reasonably request, to establish that such taxes have been paid.

‍4.4 Interest. Any amounts not paid when due will bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

‍5. CUSTOMER CONTENT AND RESPONSIBILITIES.

5.1 License; Ownership. Customer is solely responsible for any and all obligations with respect to the accuracy, quality and legality of Customer Content.  Customer represents and warrants to California Security Agency that all Customer Content provided to California Security Agency through the Services, including any data provided by or related to Authorized Users, is accurate and updated. Customer will obtain all third party licenses, consents and permissions needed for California Security Agency to collect, access, use, and otherwise Process the Customer Content to provide the Services.  Without limiting any of the foregoing, Customer will be solely responsible for providing all notices to, and obtaining from, third parties, including, without limitations its customers, all necessary rights and consents for California Security Agency to use the Customer Content for the purposes set forth in this Agreement (including, without limitation, all notices and consents required under Applicable Data Protection Laws). Customer grants California Security Agency a non-exclusive, worldwide, royalty-free and fully paid license during the Term (a) to use the Customer Content as necessary for purposes of providing and improving the Services, (b) to use the Customer trademarks, service marks, and logos as required to provide the Services, or in promotional materials marketing websites and the like, and (c) derive aggregated, de-identified and/or anonymized data from Customer Content (“Derived Data”). California Security Agency will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. The Customer Content, and all worldwide Intellectual Property Rights in it, is the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to California Security Agency in this Agreement are reserved by Customer.
‍
‍5.2 Customer Warranty. Customer represents and warrants that any Customer Content will not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage California Security Agency’s system or data; and (e) otherwise violate the rights of a third party. California Security Agency is not obligated to back up any Customer Content; the Customer is solely responsible for creating backup copies of any Customer Content at Customer’s sole cost and expense. Customer agrees that any use of the California Security Agency Solution contrary to or in violation of the representations and warranties of Customer in this Section 5.2 Customer Warranty) constitutes unauthorized and improper use of the California Security Agency Solution.

‍5.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access the California Security Agency Solution. Customer will have the ability to export its own Customer Content out of the California Security Agency Solution and is encouraged to make its own back-ups of the Customer Content. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content.

‍5.4 Customer Responsibility for Operating its Own Business.  Customer acknowledges that it, and not California Security Agency, is responsible for operating Customer’s own business, including with respect to obtaining all licenses, permits and other governmental registrations to enable its use of the Services.  The California Security Agency Solution is not intended to be used as advice as to whether to engage in any particular transaction.

‍6. PROFESSIONAL SERVICES. Where the parties have agreed to California Security Agency’s provision of Professional Services, the details of such Professional Services will be set out in an Order Form or a mutually executed statement of work (“SOW”).  The Order Form or SOW, as applicable, will include: (a) a description of the Professional Services; (b)the schedule for the performance of the Professional Services; and (c) the Fees applicable for the performance of the Professional Services. Each Order Form or SOW, as applicable, will incorporate the terms and conditions of this Agreement.  To the extent that a conflict arises between the terms and conditions of an Order Form or SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the Order Form or SOW, as applicable, expressly states that it supersedes specific language in the Agreement.

‍7. DATA SECURITY;PRIVACY.

7.1 Data Security. During the Term, California Security Agency will maintain commercially reasonable safeguards and procedures designed to prevent the unauthorized use or disclosure of Personal Data (“Data Safeguards”). During the Term, California Security Agency will maintain commercially reasonable physical, administrative and technical security measures designed to maintain the availability, integrity and confidentiality of Personal Data.

‍7.2 Privacy. Without limiting Customer’s obligations under Sections 2 (Provision of Services), and2.1 (Intellectual Property), each party shall comply with all Applicable Data Protection Laws in the performance of their respective obligations under this Agreement with respect to the Processing of Personal Data. The sale, retention, use or disclosure of Personal Data shall be governed by (a) this Agreement and(b), as applicable, California Security Agency’s Privacy Policy, as in effect from time to time, and located at https://www.California Security Agencysoftware.com/privacy-policy, and Plaid’s privacy policy, as in effect from time to time, and located at http://www.plaid.com/privacy.

‍7.3 Additional Agreements. To the extent that California Security Agency or Customer reasonably determine that Applicable Data Protection Laws require the parties to execute any additional agreements governing Personal Data, the parties agree to negotiate in good faith with respect to such additional agreements.

‍8. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LICENSED MATERIAL,THIRD PARTY SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS,” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SERVICES AND THIRD PARTY SERVICES RESIDES WITH CUSTOMER. CALIFORNIA SECURITY AGENCY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, ORSTATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE,NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. CALIFORNIA SECURITY AGENCY DOES NOT WARRANT THAT OPERATION OF THE CALIFORNIA SECURITY AGENCY SOLUTION, SITE, ORANY THIRD PARTY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  

‍9. LIMITATION OFLIABILITY

9.1 Types of Damages. EXCEPT FOR LIABILITY ARISING OUT OF (A) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, AND (C) CUSTOMER’S BREACH OF SECTION 3, IN NO EVENT WILL EITHER PARTY BELIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIALOR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENTHAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  

‍9.2 Amount of Damages. EXCEPT FOR LIABILITY ARISING OUT OF (A) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, (B) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, AND (C) CUSTOMER’S BREACH OF SECTION 3, THE MAXIMUM LIABILITYOF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILLNOT EXCEED THE FEES PAID BY CUSTOMER TO CALIFORNIA SECURITY AGENCY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL CALIFORNIA SECURITY AGENCY’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAYCONNECTED TO THIS AGREEMENT.

‍9.3 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 9 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

‍10. CONFIDENTIALITY.

10.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or inwritten or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of California Security Agency.

‍10.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to California Security Agency). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.

‍10.3 Exceptions. The confidentiality obligations set forth in Section 10.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

‍11. INDEMNIFICATION.

11.1 By California Security Agency. California Security Agency will defend at its expense any suit brought against Customer, and will pay any settlement California Security Agency makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the California Security Agency Solution infringes such third party’s patents, copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America. If any portion of the California Security Agency Solution becomes, or in the opinion of California Security Agency is likely to become, the subject of a claim of infringement, California Security Agency may, at the option of California Security Agency: (a) procure for Customer the right to continue using the California Security Agency Solution; (b) replace the California Security Agency Solution with non-infringing software or services which do not materially impair the functionality of the California Security Agency Solution; (c) modify the California Security Agency Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the California Security Agency Solution and Documentation. Notwithstanding the foregoing, California Security Agency will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the California Security Agency Solution not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the California Security Agency Solution in combination with other products, equipment, software or data not supplied by California Security Agency; or (iii) any modification of the California Security Agency Solution by any person other than California Security Agency or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of California Security Agency, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

‍11.2 By Customer. Customer will defend at its expense any suit brought against California Security Agency, its providers of Third Party Services, including any bank, financial institution or other data source that provides access to information about the Customer or its Authorized Users, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, (b) Customer’s breach or alleged breach of Sections 5.2 (Customer Warranty) or 14.6 (Compliance with Law); or (c)claims for bodily injury or damage to physical property, to the extent (i) alleged to be caused by Customer’s or any other party’s use of the California Security Agency Solution or Site; or (ii) its Authorized Users. This section states the sole and exclusive remedy of California Security Agency and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.

‍11.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b)the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.

‍12. TERM ANDTERMINATION.

12.1 Term. Unless otherwise stated in the applicable Order Form, the term of this Agreement will begin on the Commencement Date set forth in the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with this Agreement. Thereafter, this Agreement will automatically renew for additional terms of one (1) year (each, a “Renewal Term”, and together with the initial term, the “Term”) unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term. As stated above, California Security Agency may, from time to time, amend these Terms, and will post such amended Terms on the Site at https://www.California Security Agencysoftware.com/terms-of-service, noting the date of the last such amendment. Upon the commencement of any Renewal Term, this Agreement will renew on the then-current version of these Terms.

‍12.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

‍12.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 10 (Confidentiality); and (c) any amounts owed to California Security Agency under this Agreement will become immediately due and payable. Sections 1(Definitions), 3.2 (Restrictions), 3.3 (Ownership), 3.5 (Open Source Software),4 (Fees and Expenses; Payments), 8 (Disclaimer), 9 (Limitation of Liability),10 (Confidentiality), 11 (Indemnification), 12.2 (Termination for Breach), 12.3(Effect of Termination), and 13 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

‍12.4 Data Extraction.  For twenty (20) days after the end of the Term, as applicable, California Security Agency will make Customer Content available to Customer through the California Security Agency Solution on a limited basis solely for purposes of Customer retrieving Customer Content, unless California Security Agency is instructed by Customer to delete such data before that period expires. After such period, California Security Agency will discontinue all use of Customer Content and destroy all copies of Customer Content in its possession.

‍13. MISCELLANEOUS.

13.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New Castle County, Delaware for any lawsuit filed there against Customer by California Security Agency arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

‍13.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from California Security Agency, or any products utilizing such data, in violation of the United States export laws or regulations.

‍13.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the in valid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

‍13.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

‍13.5 No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.

‍13.6 Compliance with Law. Customer will, and will ensure that all Authorized Users, always comply with all foreign and domestic laws, ordinances, regulations, and statutes that are applicable to its and their purchase and use of the Services, Licensed Material and Documentation.  

‍13.7 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

‍13.8 Independent Contractors. Customer’s relationship to California Security Agency is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of California Security Agency.

‍13.9 Notices. All notices required or permitted under this agreement must be delivered inwriting, if to California Security Agency, by emailing jordan@California Security Agencysoftware.com and if to Customer by emailing the Customer Point of Contact email address listed on the Cover Page, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent inwriting to the other party at the address listed on the Cover Page by courier, by certified or registered mail (postage prepaid and return receipt requested),or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

‍13.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. Except for California Security Agency’s right to amend these Terms from time to time as set forth above, this Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of both parties. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the party making the waiver. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.