This Enterprise Software License Agreement and any Order Form (as defined below) (together, the "Agreement") govern your use of Authentik Security Inc.'s ("Company") Software (as defined below). By signing an Order Form governed by this Agreement, you, as the signatory, agree to the terms in this Agreement on behalf of yourself and the customer identified on the signature line ("Customer"), and all other users who use the Software pursuant to this Agreement. You represent and warrant that you have the authority to bind the Customer to this Agreement. You acknowledge and agree that the Customer shall be solely responsible for all users who access and use the Software under this Agreement, and any act or omission by a user that would constitute a breach hereunder will constitute a breach by Customer.

1. Definitions​

Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.

1.1. "Documentation" means the technical materials provided by Company to Customer in hard copy or electronic form describing the use and operation of the Software.

1.2. "Error" means a reproducible failure of the Software to substantially conform to the Documentation.

1.3. "Order Form" means an online purchase form completed by Customer for purchase of our Software or other offerings and/or any other order form that is signed by both parties and references this Agreement.

1.4. "Professional Services" means professional services provided by Company to Customer as described in any Order Form (as may be further elaborated in any statement of work).

1.5. "Services" means any services provided by Company to Customer under this Agreement as set forth in an Order Form, including, but not limited to, provision of the Software and Professional Services.

1.6. "Software" means Company supported versions of the software described in an Order Form and any Updates that are provided to you by Company.

1.7. "Updates" means a Software release containing error corrections, minor enhancements, features, or functionality, in object code form, which is made commercially available by Company, and any corresponding changes to the Documentation.

2. License and Use Rights​

2.1. License Grant​

Subject to the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-transferable (except as permitted under Section 11) license during the Term (as defined below), (a) to download and install the Software on Customer's servers in accordance with the Documentation and use the Software in object code form solely for Customer's internal operation and use, in compliance with applicable laws, and subject to any restrictions in the Order Form; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Software. Customer may permit its employees, contractors, and end users to use the Software in accordance with this Agreement. Company will provide to Customer Updates to the Software that it generally provides to its other customers.

2.2. Restrictions​

Customer will not, and will not permit any users or other party to: (a) allow any third party to access the Software, or Documentation, except as expressly allowed herein; (b) modify, adapt, alter or translate the Software or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Software 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 Software, except as permitted by law; (e) interfere in any manner with the operation of the Software or the hardware and network used to operate the Software; (f) modify, copy or make derivative works based on any part of the Software, or Documentation; (g) access or use the Software to build a similar or competitive product or service; or (h) otherwise use the Software or Documentation in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, or this Agreement. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Company or its licensors on the Documentation or any copies thereof.

3. Intellectual Property​

The Software and Documentation, and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of Company and its suppliers. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Company 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 Software, Documentation, or any part thereof. Customer hereby grants to Company 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 its users, relating to the Services. Company will not identify Customer as the source of any such feedback.

4. Fees​

In consideration for the license rights granted to Customer and the Services performed by Company under this Agreement, Customer will pay to Company the Fees as set forth in the Order Form. Such Fees will be charged to the payment method specified in the Order Form ("Payment Method") in accordance with the terms set forth thereon. Customer hereby agrees to Company's automatic charging of such Fees to Customer's Payment Method as described herein and that no further consent is required for such charges. Company reserves the right to modify the Fees payable hereunder upon written notice to Customer at least thirty (30) days prior to effectuating the change. Company reserves the right (in addition to any other rights or remedies Company may have) to discontinue the Software and suspend its users' and Customer's access to the Services if Company is unable to process any payment amounts to the Payment Method when due, until such amounts are paid in full. Customer will maintain complete, accurate and up-to-date Customer billing and contact information at all times. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and Customer will be responsible for payment of all such taxes (other than taxes based on Company's income), fees, duties, and charges arising from the license of the Software to Customer. 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. Professional Services​

Where the parties have agreed to Company'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.

6. Warranties and Disclaimers​

6.1. Limited Warranty​

Company warrants to Customer that the Software will operate free from Errors during the Term, provided that such warranty will not apply to failures to conform to the Documentation to the extent such failures arise, in whole or in part, from (a) any use of the Software not in accordance with this Agreement or as specified in the Documentation; (b) any use of the Software in combination with other products, equipment, software or data not supplied by Company; or (c) any modification of the Software by any person other than Company or its authorized agents. Provided that Customer notifies Company in writing of any breach of the foregoing warranty during the Term, Company will, as Customer's sole and exclusive remedy, provide support designed to replace and/or repair the Error.

6.2. Disclaimer​

THE LIMITED WARRANTY SET FORTH IN SECTION 6.1 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Software AND Documentation ARE PROVIDED "AS IS," AND COMPANY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

6.3 Security​

The parties acknowledge a shared responsibility model for security. Customer is solely responsible for the security of its infrastructure, environment, and data, including system configuration, access controls, monitoring, patching, and compliance with applicable laws and regulations. Company provides self-hosted software and does not host, access, or process Customer data or environments except as explicitly authorized by Customer. Accordingly, Company's responsibilities are limited to the security of the software itself, including adherence to secure development practices, and the provision of updates, patches, and remediation for identified vulnerabilities as outlined in Company's security policy.

7. Limitation of Liability​

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR 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 AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY customer TO COMPANY DURING THE twelve (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.

8. Confidentiality​

"Confidential Information" means: (i) business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how related to the disclosing party's business; or (ii) information designated by the disclosing party as "confidential" or "proprietary" or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, all disclosed prior to or during the Term. The Software is the Confidential Information of Company. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of any of disclosing party's Confidential Information and by persons without access to such Confidential Information. The receiving party shall not use the disclosing party's Confidential Information for any purpose other than the purposes of exercising such party's rights or performing such party's obligations under Agreement. The receiving party shall only disclose the disclosing party's Confidential Information to its employees, personnel, agents, or contractors who have a need to know such information for the purposes of exercising such party's rights or performing such party's obligations under the Agreement and who are bound by written obligations of confidentiality and non-use at least as restrictive as those contained in the Agreement.

9. Indemnification​

9.1. By Company​

Company will defend at its expense any suit brought against Customer, and will pay any settlement Company 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 Software 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 Software becomes, or in Company's opinion is likely to become, the subject of a claim of infringement, Company may, at Company's option: (a) procure for Customer the right to continue using the Software; (b) replace the Software with non-infringing software or services which do not materially impair the functionality of the Software; (c) modify the Software 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 Software and Documentation. Notwithstanding the foregoing, Company will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon (i) any use of the Software not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Software in combination with other products, equipment, software or data not supplied by Company; (iii) any modification of the Software by any person other than Company or its authorized agents; or (iv) Customer data or content used in connection with the Software (collectively, the "Exclusions" and each, an "Exclusion"). This Section 9.1 states the sole and exclusive remedy of Customer and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.

9.2. By Customer​

Customer will defend at its expense any suit brought against Company, 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 or (b) breach of Section 2.2. This Section 9.2 states the sole and exclusive remedy of Company 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.

9.3. 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.

10. Term And Termination​

This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the "Term"). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term. 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. Further, either party may terminate this Agreement for any or no reason upon sixty (60) days' prior written notice to the other party. 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 8 (Confidentiality); and (c) any amounts owed to Company under this Agreement will accelerate and become immediately due and payable. Sections 1 (Definitions), 2.2 (Restrictions), 3 (Intellectual Property), 4 (Fees), 6.2 (Disclaimer), 7 (Limitation of Liability), 8 (Confidentiality), 9 (Indemnification), 10 (Term and Termination), and 11 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.

11. Miscellaneous​

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 Santa Clara County, California for any lawsuit filed there against Customer by Company 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. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. 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 invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. 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. Neither you nor Customer will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of Company. Customer's relationship to Company 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 Company. If Customer has executed a commercial Order Form other than for a pilot or proof-of-concept, Customer agrees that Company may use Customer's name and logo on Company's website and in promotional materials as part of a general list of customers. Any other marketing or promotional use is subject to Customer's written approval via email. All notices required or permitted under this agreement must be delivered in writing, if to Company, by emailing [email protected] and if to Customer by emailing the Customer point of contact email address listed on the signature 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 in writing 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. 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. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Company.