1. ACCEPTANCE OF TERMS AND CONDITIONS

  1. These Software Terms of Service (“TOS”) are a legally binding agreement between Acium, Inc.  (“Company,” “we,” “our,” or “us”) and the user of the Software (“User” or “you”). The Company and User may be referred to collectively as the “Parties” or each individually as a “Party.”
  2. Agreement to TOS. By signing the purchase order with the Company (the “PO”) and/or using the Software, you agree that you have read, understood, accepted, and agreed to be bound by these TOS. You further confirm that you have the legal power and authority to enter into and perform your obligations under these TOS.
  3. Eligibility. You may not use the Software if you are barred from using it under the laws of the country in which you are resident and/or registered and/or use the Software or otherwise conducting your business.

2. DESCRIPTION OF SOFTWARE

  1. Software Description. The Software is a digital cloud-based browser security platform, designed to turn User’s browser into protected & manageable workspace (the “Software”).
  2. Acium will provide User sufficient access to the Software and support, all as detailed in the PO or the applicable software documentation (the “Services”).

3. LICENSE GRANT

  1. License TOS. The Company hereby grants User, subject to Section 4 below and the timely payment of any fees as detailed in the PO, a limited, non-exclusive, worldwide, non-transferable, non-assignable, non-pledgeable and non-sublicensable license to access, receive and use:
    1. The Software
    2. Any documentation related to the Software
    3. Any other items and materials that the Company shall provide User under these TOS (collectively, the “Licensed Materials”) during the Term (as defined in the PO).

4. RESTRICTIONS AND ACCEPTABLE USE

  1. General Restrictions. User shall not, nor cause or assist any other party to:
    1.  Copy, share, or distribute the Licensed Materials
    2. Modify, adapt, or create derivative works based on the Licensed Materials
    3. Decompile, reverse engineer, or attempt to derive source code from the Software
    4. Use, rent, loan, sub-license, lease, reproduce, republish, or distribute the Licensed Materials
    5. Use the Licensed Materials for consultancy or service provision
    6. Permit unauthorized third-party access to the Licensed Materials
  1. Acceptable Use. User shall:
    1. Use the Software lawfully and for legal purposes only
    2. Comply with all applicable laws and regulations
    3. Comply with all applicable customs, sanctions, embargo and export control laws
  1. Prohibited Activities. User will not intentionally use the Software to:
    1. Store, download, or transmit infringing or illegal content
    2. Transmit malicious code or conduct security attacks
    3. Interfere with the Software’s performance or integrity
    4. Attempt unauthorized access to the Software or Company systems
    5. Conduct unauthorized security testing

5. INTELLECTUAL PROPERTY RIGHTS

  1. Ownership. The Company owns all right, title, and interest, including all intellectual property rights, in and to:
  2. The Software
  3. All Software Materials (including designs, graphics, texts, information, pictures, videos, sounds, and other content)
  4.  All Company trademarks, service marks, and logos
  5. Feedback. If User provides feedback or suggestions regarding the Software:
  6. Such feedback is voluntary
  7. User grants the Company a non-exclusive, irrevocable, worldwide, royalty-free license to use such feedback
  8. Company may implement feedback without obligation to User

6. USER ACCOUNTS AND SECURITY

  1. Account Security. User must:
    1. Maintain strict confidentiality of login information
    2. Prevent unauthorized account access
    3. Notify Company immediately of any security breaches
    4. Be responsible for all account activity
  1. Account Termination. Company may suspend or terminate accounts for:
    1. TOS violations
    2. Security concerns
    3. Extended periods of inactivity
    4. As required by law

7. DATA PROTECTION AND PRIVACY

  1. Data Processing. User acknowledges that Company may process personal data and warrants that it has:
    1. Necessary rights to provide such data
    2. Obtained required consents
    3. Provided necessary privacy notices
  1. Company Obligations. Company shall:
    1. Process data only for service provision
    2. Implement industry-standard security measures
    3. Restrict employee access to authorized personnel
    4. Require confidentiality agreements
    5. Monitor service provider compliance
  1. Security Incidents. Company shall:
    1. Report data security incidents promptly
    2. Assist in incident investigation
    3. Implement reasonable remediation measures

8. PAYMENTS

  1. User’s access and use of the Software is subject to the timely payment of all fees as set forth in the PO.
  2. Each Party will be responsible, as required under applicable law and/or regulation, to pay all applicable taxes and other governmental fees and charges (and any penalties, interest and other additions thereto) that are imposed on such Party hereunder. Applicable taxes and duties may be added to the fees or rates under the PO, and Acium may charge and User will pay, where applicable, national, state or local sales or use taxes, or value added or goods and services tax (“Tax”). Upon request, User will provide such information to Acium to determine tax obligations. Neither Party will collect or withhold Tax with respect to which the other Party provides a valid Tax exemption certificate issued by the applicable tax authority whose regulations bind and obligate such collecting/withholding Party.

9. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

  1. Limited Warranty. Company warrants the Software will substantially perform as described in documentation.
  2. Disclaimer. Software is provided “AS IS” and “AS AVAILABLE” without other warranties.
  3. Limitation of Liability. Company’s total liability shall not exceed fees paid in the previous 12 months.

10. GENERAL PROVISIONS

  1. Governing Law. These TOS are governed by the State of Florida law.
  2. Force Majeure. Neither Party is liable for events beyond reasonable control.
  3. Assignment. TOS may not be assigned without Company consent.
  4. Entire Agreement. These TOS and PO constitute the complete agreement between Parties.
  5. Severability. If any provision is invalid, others remain in effect. 
  6. Notices. Notices may be provided via Software and/or email.

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