Locktera Share
Subscription Agreement

“Account Data” means data about Customer provided to Locktera in connection with the administration of the Customer’s Locktera account, or as necessary for Customer to use the Locktera Services. For example, first and last name, username, phone number and email address of a User, or other customer-provided contact, license consumption data, and billing information.

“Affiliate” means an entity that controls, is controlled by or is under common control with another entity, where “control” refers to ownership of more than 50% of the outstanding shares or securities representing the right to vote for the election of directors or other managing authority of another entity.

“Agreement” means this Subscription Agreement, each applicable Subscription Order, and any additional documents expressly incorporated by reference, including any applicable Data Processing Addendum or Statement of Work.

“Customer” means (a) in the case of an individual accepting the Agreement in such individual’s capacity, such individual; (b) the entity or organization listed on an Order Form or on whose behalf the Agreement is otherwise accepted; and (c) any other entity or organization deemed to be a Customer by the terms of this Subscription Agreement.

“Customer Data” means data that is ingested into, and processed by, the Locktera Services from Customer’s data sources, and the data insights generated by the Locktera Services for the benefit of Customer. For example, the Customer’s content files and the organization’s user logs, change logs and reports.

“Data Protection Law” means all data protection laws and regulations applicable to the processing of Customer Personal Data under the Agreement.

“Documentation” means LOCKTERA’s online user guides, documentation, help and training materials, as updated from time to time, accessible via locktera.com or login to the applicable LOCKTERA Services.

“Locktera” means Locktera, Inc., a Texas corporation, unless a separately executed written agreement expressly identifies another Locktera contracting entity.

“Locktera Materials” means all training, dashboards, presentations, report templates or other templates, documentation, materials, methodologies, processes, techniques, ideas, concepts, trade secrets, know-how, works of authorship, formulas, algorithms, databases, scripts, configurations, logos, symbols, designs, and other inventions embodied in the Locktera Services and/or that Locktera develops or supplies in connection with the Locktera Services, including all copies, portions, modifications and improvements thereof, and all derivative works of any of the foregoing. Locktera Materials do not include Customer Data.

“Locktera Services” means the Locktera Share Service, Support, Professional Services, and Locktera Materials provided by Locktera under this Agreement.

“Locktera Share Service” (may be referred to as “Products”) means the Locktera software services products, capabilities and services as identified in the applicable Subscription Order and Documentation, and any updates to the services provided as part of Support or during the Term. The Locktera Services may be provided in the form of software in object-code, and/or cloud and hosted services provided by or on behalf of Locktera and in the form of electronic reports, analyses, and statistical and performance-related information.

“Intellectual Property Rights” means patents and patent rights, rights of priority, mask work rights, copyrights, moral rights, trade secrets, know-how, trademarks, trade names, logos, service marks, designs and other designations of source, any other form of intellectual, industrial property, proprietary or other protected rights in connection therewith, recognized in the world, whether or not registered, for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Order Form” means a separately negotiated written or electronically executed ordering document accepted by Locktera and Customer that specifies the Services purchased and applicable commercial terms. An Order Form is one type of Subscription Order and is not required for online self-service or authorized marketplace subscriptions.

“Personal Data” means any information that by itself or in combination does or can identify a specific individual or as defined in the Data Protection Law.

“Professional Services” means any implementation, training, consulting, performance analysis or other professional services provided by Locktera as set forth in an Order Form or SOW.

“Restricted Information” means any confidential or Personal Data that is protected by law and that requires the highest level of access control and security protection, whether in storage (at rest) or in transit. Restricted Information includes, but is not limited to: (a) government-issued identification numbers, including social security numbers or other tax identification numbers, driver’s license numbers, passport numbers or other state-issued identification numbers; (b) unencrypted passwords or other authentication credentials or the combination of a username or email address along with a password or security question or multi-factor authentication credentials that would permit access to an online account, (c) protected health information (PHI), or any electronic protected health information (or other information subject to the HIPAA and HITECH Acts); (d) credit, debit or payment card information, financial or bank account information, or other information subject to PCI security standards; (e) data relating to a person under the age of 13 years old or subject to the Children’s Online Privacy Protection Act (COPPA) of 1998, 15 U.S.C. 6501-6505; (f) data that is subject to regulatory or contractual handling requirements under the Gramm-Leach-Bliley Act 9 (GLBA); (g) data that is subject to regulatory or contractual handling requirements under the General Data Protection Regulation (GDPR)(EU); (h) data that is subject to regulatory or contractual handling requirements under the Federal Act on Data Protection (FADP) (Switzerland); (i) data that is subject to regulatory or contractual handling requirements under the California Consumer Privacy Act (CCPA); (j) data that is subject to regulatory or contractual handling requirements under the Data Protection Act 2018 (DPA) (UK); (k) data that is subject to regulatory or contractual handling requirements under the Canada Personal Information Protection and Electronic Documents Act (PIPEDA); (l) data subject to the Australian Privacy Act 1988; (m) data that is subject to regulatory or contractual handling requirements under the Brazil Lei Geral de Proteção de Dados (LGPD) and (n) data classified as “special category data” (or similar term) under Data Protection Law, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual orientation, genetic data, biometric data, or the commission or alleged commission any crime or offense about residents of Switzerland, or any member country of the European Union.

“Service Period” means the period during which Professional Services are to be provided to Customer, as specified in the applicable Statement of Work or Order Form.

“Subscription Order” means the applicable Order Form, online checkout confirmation, electronic subscription record, marketplace transaction, or other purchasing mechanism accepted by Locktera that identifies the Services purchased, subscription plan, applicable Fees, billing frequency, subscription term, and any applicable usage limits.

“Subsidiary” means a subsidiary which is greater than fifty (50%) percent owned by a party.

“Support” means the updates for supported versions of the Locktera Share Service generally made available from time to time, and technical support services (other than Professional Services), provided by Locktera in connection with the Locktera Share Service. The scope, level, and availability of support services provided to the Customer are determined by the specific SaaS plan selected by the Customer, as outlined in the applicable Subscription Order or service plan documentation. Depending on the SaaS plan, support may include assistance with troubleshooting, usage guidance, and issue resolution via designated channels (e.g., email, phone, online chat), and may include varying response times or SLAs. Updates may include patches, bug fixes, or enhancements, and are delivered automatically unless otherwise specified. Higher-tier SaaS plans may provide priority support, faster response times, or extended availability. Support services do not include assistance with third-party integrations or issues arising from unsupported use of the service, unless otherwise stated in the SaaS plan.

“Term” means the initial subscription period specified in the applicable Subscription Order, together with any renewal periods (each a “Renewal Term”).

“Third-Party User” is a third-party contractor or vendor designated by Customer as a User in accordance with Section 3.

“Usage Data” means data, metrics, and related analysis concerning the deployment, configuration, operation, use, maintenance, and support of the Locktera Services, and the technology the Customer monitors using the Locktera Services. For example, features or capabilities of the Locktera Offering being utilized or consumed, configuration and performance of the Locktera Offering, diagnostic and error reports, and other system performance metrics. Usage Data may also include aggregated or anonymized data for the purposes of improving the Locktera Offering, provided that no personal data is included.

“Users” means Customer or its Subsidiary’s employees and Third-Party Users authorized by Customer to use the Locktera Share Service.

Third-Party Users. Customer may designate one or more Third-Party Users as required to facilitate Customer’s permitted use of the Locktera Share Service solely for Customer’s or its Subsidiary’s internal business operations and benefit, subject to the following. Each Third-Party User must be subject to non-disclosure obligations consistent with Section 10 (Confidentiality) and shall otherwise comply with the terms of the Agreement. Customer accepts responsibility for the acts and omissions of such Third-Party Users and agrees to enforce (and assist Locktera in enforcing) the terms of the Agreement against Third-Party Users. Locktera shall have no direct or indirect obligation or liability to any Third-Party User.

Partners. “End User” means a User for whom use of or access to the Locktera Share Service has been obtained through a third party (“Partner”) who has a limited right to resell the Locktera Services (directly or through a second-tier partner or marketplace). The terms of this Subscription Agreement (excluding terms relating to delivery of and payment for the Locktera Service) govern the use of any Locktera Service by or for the benefit of an End User. By using the Locktera Services, the End User agrees to and is bound by the Resale End User Terms, which are incorporated by reference into the resale contract as if the End User were a Customer hereunder. Locktera is, and both End User and Partner hereby acknowledge and appoint Locktera as, a third-party beneficiary of the Resale End User Terms. Locktera provides the Locktera Services in reliance on its status as a third-party beneficiary to the Resale End User Terms, and Locktera shall be entitled to enforce the Resale End User Terms directly against the End User. Locktera is not responsible for any acts, omissions, products or services provided by Partner. Partner is not authorized to modify the Resale End User Terms or make any commitment for Locktera, and Locktera is not bound by any obligations to End User other than as set forth in the Resale End User Terms. The End User’s access to and use of Locktera Services is governed by the Order Form between Partner and Locktera identifying the End User. The amount paid or payable by the Partner for End User’s use of the Locktera Services will be deemed the amount paid or payable by Customer under the Agreement for the purpose of Section17 (Limitation of Liability). For purposes of this Section, Locktera means Locktera inc or its designated Affiliate.

Locktera Share Service. Subject to Customer’s compliance with this Agreement, Locktera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Locktera Services, including associated cryptographic container technology, authorization enforcement mechanisms, and documentation, solely for Customer’s internal business purposes and in accordance with the Agreement and applicable Subscription Order.

Support. Locktera will provide Support for the Locktera Share Service in accordance with the support levels applicable to Customer's subscription plan, as identified in the applicable Subscription Order, published service plan documentation, or separately agreed Service Level Agreement.

Statements of Work. Locktera may provide Professional Services pursuant to a separately agreed Statement of Work (“SOW”) or an applicable Order Form. Each SOW may specify the scope of services, deliverables, performance schedule, service period, Fees, expenses, and payment terms.

Use of Locktera Materials. During the Term and/or Service Period, and subject to Customer’s compliance with the Agreement, Locktera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Locktera Materials that Locktera may provide to Customer in connection with the Professional Services or otherwise to be used solely for Customer’s internal business purposes by Customer and its Users in connection with its subscription to the Locktera Services. Training sessions may not be recorded without Locktera’s prior written consent.

Locktera Services. This is not an agreement for custom development or “work for hire.” Locktera Services are licensed, not assigned, to Customer. Except for the limited licenses set forth herein, Customer shall not acquire any rights, title or interest in the Locktera Services, and Locktera or its licensors, as applicable, shall retain all ownership, including without limitation, Intellectual Property Rights, in the Locktera Services.

Customer Data. Customer Data ownership, processing, and usage rights are governed exclusively by Section 9 (Customer Data).

Cryptographic Enforcement and Authorization Architecture. Customer acknowledges and agrees that the Locktera Services utilize cryptographic container technology and authorization enforcement mechanisms designed to enforce access policies defined by Customer.

Feedback and Usage Data. At its option, Customer may provide feedback or suggestions about the Locktera Services to Locktera ("Feedback”). Customer grants to Locktera and its Affiliates a non- exclusive, worldwide, royalty-free, fully paid, sublicensable, perpetual, and irrevocable right and license to use, modify, distribute, and commercialize the Feedback without restriction or obligation. Locktera may monitor and collect Usage Data to improve Locktera’s current and future services, and if aggregated and not identifying Customer or any individual, for industry analysis, benchmarking, and analytics.

Container Format and Cryptographic Technology

Pricing. Fees for the Locktera Services shall be those specified in the applicable Subscription Order. For online self-service subscriptions, the pricing, subscription tier, billing frequency, and applicable usage limits displayed and accepted at checkout shall govern the transaction. For subscriptions purchased through an authorized marketplace, the applicable marketplace transaction shall establish the commercial terms, subject to the marketplace's billing requirements. Separately negotiated pricing shall be governed by the applicable executed Order Form.

Invoicing and Payments. Fees shall be payable in accordance with the applicable Subscription Order. For subscriptions purchased through online checkout, payment shall be collected in advance through the designated payment method. For subscriptions purchased through an authorized marketplace, the applicable marketplace billing and payment procedures shall govern. Where Locktera expressly authorizes payment by invoice, Fees shall be invoiced in advance and payable within thirty (30) days of the invoice date, unless otherwise specified in the applicable Order Form.

Purchase Orders. Upon request for Customer’s administrative convenience, Locktera will reference Customer’s purchase order/reference number (“PO”) on its invoices, provided the PO references the Order Form, is received reasonably prior to the date of the invoice, and is not conditioned on the PO being signed by Customer. The terms stated in any Customer PO shall have no force or effect. Locktera has the right to issue an invoice and collect payment without a corresponding PO.

Delivery. Locktera shall make the Locktera Services available by electronic delivery, and acceptance is deemed to occur when electronic notice is sent that the purchased items are available.

Renewal Term Pricing. Fees for each Renewal Term are subject to a price increase which will be effective upon the commencement of the applicable Renewal Term, and unless otherwise agreed, shall not exceed the “Uplift Cap”. The Uplift Cap is applied to the highest annualized fee level, unit prices, and minimum annual commitment (if any) in the immediately preceding subscription term. The applicable Uplift Cap is determined as follows: (a) 1-year Renewal Term, eight percent (8%); (b) 2-year Renewal Term, nine percent (9%); or (c) 3-year Renewal Term, ten percent (10%). Notwithstanding the foregoing, any renewal that has decreased in units, volume, term, minimum annual commitment, or otherwise from its immediately preceding subscription term will result in re-pricing at renewal and the Uplift Cap will not apply.

Taxes and Duties. Customer will pay all sales, seller’s use, VAT, GST, or similar taxes (“Transaction Taxes”) due under the Agreement, except for taxes based on Locktera net income, unless Customer provides Locktera with a properly completed exemption certificate. Transaction Taxes will be separately stated on a Locktera invoice. Except as specifically identified in an Order Form, all prices are exclusive of all taxes, duties, withholdings, and other governmental assessments.

Customer agrees to keep their Account information current, accurate, and complete. The use of this information is governed by Locktera’s Privacy Policy.

User Accounts. Customer can choose what email address(es) are used to provision User Accounts.

Additional User Accounts. Customer is responsible for purchasing additional User Licenses before provisioning User Accounts beyond its purchased entitlement. Fees for additional User Licenses shall be determined by the applicable Subscription Order, published subscription pricing, or separately agreed Order Form. Prorated charges may apply as specified in the applicable purchasing terms.

Privacy Protections. Customer is responsible for implementing and maintaining privacy protections and security measures for data components that Customer provides or controls in connection with the use of the Locktera Services. Customer is responsible for: (a) its configuration of data privacy settings as described in the Documentation; (b) its secure use of the Locktera Services, including securing its account authentication credentials; (c) ensuring the security of Customer Data when in transit to and from the Locktera Share Service or Locktera; and (d) taking any appropriate steps to securely encrypt or backup any Customer Data; and (e) ensuring compliance with applicable data protection laws and regulations (e.g., GDPR, HIPAA, etc.) as they relate to Customer Data.

Customer assumes sole responsibility for determining whether the Locktera Services are appropriate for storage, processing and sharing of any Customer Data subject to any specific law or regulation, and for results obtained from the Locktera Services.

Acceptable Use. When using the Locktera Share Service, Customer: (a) represents and warrants that it owns or has sufficient rights to upload Customer Data on or through the Locktera Share Service; (b) will not copy, upload, download, or share Customer Data unless it has the legal right to do so, including refraining from uploading or sharing pirated or illegally obtained content; (c) will not upload content that violates Locktera’s rights or any third party’s rights, including rights of privacy or publicity, Intellectual Property Rights, or contract rights; (d) will fully comply with any third-party licenses relating to Customer Data, including paying all royalties, fees and any other monies relating to content that is uploaded to the Locktera Share Service; (e) will not upload or submit content that (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, violent, harassing, or otherwise objectionable; (ii) incites, encourages or threatens physical harm against another, including content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contains material that solicits personal information from anyone under 13 or exploits anyone in a sexual, violent or unlawful manner; (f) will not use the Locktera Share Service for any unlawful or unauthorized purpose including, collecting user names and/or email addresses of other users by electronic or any other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Locktera Share Service without prior express written consent signed by a Locktera authorized signatory; (g) will not upload or submit content that constitutes, contains, installs or attempts to install or promotes spyware, malware viruses, trojans, worms, or other computer code, whether on Locktera’s or others’ computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party; (h) will not transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Locktera Share Service or the networks or systems connected to the Locktera Share Service, including hacking into the Locktera Share Service, or using the Locktera Share Service to send unsolicited or commercial emails, bulletins, comments or other communications; (i) will not use the Locktera Share Service in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity; and (j) will not impersonate any other person or entity, provide false or misleading identification, payment or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity.

Unauthorized Use or Access. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Locktera Services, including implementing industry-standard security measures such as strong passwords and multi-factor authentication (MFA) where available. Customer is responsible for ensuring that only authorized users have access to the Services and that all users follow proper security practices. Customer is liable for any activity using its account, whether or not Customer authorized that activity. Customer must promptly notify Locktera of any unauthorized use of its accounts or authentication credentials or any security incident related to the Locktera Services.

Customer will not make any Locktera Service available to anyone other than Customer or Users, or use any Locktera Service for the benefit of anyone other than Customer. Customer will not sell, resell, sublicense, distribute, transfer, or otherwise commercially exploit its rights to use any Locktera Service to or for any third party, including as part of a managed services offering, service bureau, outsourcing offering, software as a service, cloud or other technology or service (unless such managed services are expressly authorized by a separate executed agreement between the parties). Customer will not provide access to the Locktera Services to Locktera’s direct competitors except with Locktera’s prior written consent.

Restrictions. Customer may access and use the Locktera Services only for lawful purposes. Customer will not (and will not allow any third party to): (a) sublicense, resell, rent, lease, transfer, assign, time share, or otherwise commercially exploit or make the Services, Software, or any User Licenses available to any third party; (b) use the Locktera Services in any unlawful manner (including in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Locktera Services or its components; (c) modify, adapt, translate or hack the Locktera Services to, or otherwise attempt to, gain unauthorized access to the Locktera Services or its related systems or networks; (d) circumvent, disable or otherwise interfere with security related features of the Locktera Services or features that prevent or restrict use or copying of any Materials or enforce limitations on use of Materials; (e) use the Locktera Services to store or transmit Malicious Code; (f) attempt to gain unauthorized access to the Locktera Services or its related systems or networks, including through direct or indirect penetration testing; or (g) access or use any Locktera Services in order to (i) copy or re-use ideas, features, functions or graphics, (ii) create or distribute a product or service that competes with any Locktera Services, (iii) perform or publish benchmarks or competitive analyses, or (iv) determine whether Locktera Services are within the scope of any patent; or (f) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive or gain access to the object code, source code or other operational mechanisms or the underlying ideas, methodologies or algorithms of the Locktera Services. Customer will comply with any codes of conduct, policies, or other notices Locktera provides or publishes in connection with the Locktera Services, and Customer will promptly notify Locktera if it learns of a security breach related to the Services. Customer agrees not to access the Locktera Services by any means other than through the interface that is provided by Locktera for accessing the Locktera Services, unless otherwise specifically authorized by us in a separate written agreement signed by a Locktera authorized signatory.

Customer Configuration Responsibility. Customer is solely responsible for configuration of access policies, authorization settings, encryption parameters, credential management, storage integrations, and authorization controls. Locktera shall not be liable for unauthorized access resulting solely from Customer configuration, credential compromise, or Customer-controlled environments, provided that Locktera has fulfilled its security obligations under this Agreement.

Processing Instructions. Customer Data shall be processed by Locktera solely in accordance with this Agreement, the applicable Subscription Order, and Customer’s documented instructions as reflected in Customer’s configuration of the Services.

Ownership of Customer Data. As between the Parties, Customer retains all right, title, and interest in and to Customer Data and any containers generated from Customer Data, including all intellectual property rights therein.

Limited License to Provide the Services. Customer grants Locktera a limited, non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, encrypt, decrypt (only where authorized by Customer policies or required by law), copy, and display Customer Data solely as necessary to:

Cryptographic Container Enforcement

Backup and Retention Responsibility

Aggregated and De-Identified Data

Machine Learning and Model Training Restrictions. Locktera shall not use Customer Data, including encrypted or decrypted Customer Data, to train, fine-tune, validate, or improve any machine learning or artificial intelligence models unless explicitly authorized in writing by Customer.

Compliance with Data Protection Laws. Customer is responsible for ensuring that its collection, use, and submission of Customer Data to the Services complies with applicable laws and regulations.

Data Transfers. Locktera may process Customer Data in the United States and other jurisdictions where Locktera or its authorized Subprocessors operate, solely as necessary to provide the Services.

Hosting and Infrastructure. Customer acknowledges that the Services operate on distributed cloud infrastructure.

Customer-Controlled Storage (BYOS / On-Prem). Where Customer utilizes bring-your-own-storage (“BYOS”), on-premises storage, or other third-party storage environments, Customer is solely responsible for the configuration, security, availability, and integrity of such environments.

Legal Requests for Access. Locktera may access or disclose Customer Data if required by applicable law, regulation, subpoena, court order, or other lawful legal process.

Shared Responsibility Model. Customer acknowledges that security is a shared responsibility.

Definition of Confidential Information. “Confidential Information” means any and all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the Agreement, in any form or medium, whether oral or written, that is designated confidential or proprietary, or that a reasonable person should understand is confidential or proprietary. Confidential Information includes without limitation: the terms of the Agreement, information related to either party’s technology, products, know-how, trade secrets, whether or not patentable or copyrightable, security reports, specifications, customers, business plans, pricing information, promotional and marketing activities, finances and other business affairs, and the Locktera Services. Customer will not remove or destroy any proprietary markings or restrictive legends contained in the Locktera Services.

Nondisclosure Obligations. The Receiving Party will not use the Confidential Information of the Disclosing Party for any purpose other than as necessary to fulfill its obligations or to exercise its rights under the Agreement (the “Purpose”). The Receiving Party will not disclose Confidential Information of the Disclosing Party to any third party; provided that the Receiving Party may disclose Confidential Information to its partners, officers, directors, employees, contractors, Affiliates, agents, advisors, or representatives (“Representatives”) who need access to such Confidential Information for the Purpose and who are subject to written confidentiality obligations at least as stringent as the obligations set forth in this Section. Each party accepts responsibility for the actions of its Representatives and will protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but with no less than reasonable care. The Receiving Party will promptly notify the Disclosing Party upon becoming aware of a breach or threatened breach hereunder and will cooperate with any reasonable request of the Disclosing Party in enforcing its rights.

Exceptions to Confidential Information. Confidential Information does not include information which: (a) is known by the Receiving Party prior to receipt from the Disclosing Party without any obligation of confidentiality; (b) becomes known to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (c) lawfully becomes publicly known or otherwise publicly available, except through a breach of the Agreement; or (d) is independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information pursuant to the requirements of applicable law or legal process but only after it notifies the Disclosing party (if legally permissible) to enable the Disclosing party to seek a protective order or otherwise contest required disclosure, at the Disclosing Party’s expense.

Injunctive Relief. The parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.

Locktera Security Obligations. Locktera shall implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

Locktera has implemented and will follow appropriate technical and organizational measures intended to protect Personal Data against accidental, unauthorized, or unlawful access, disclosure, damage, alteration, loss, or destruction.

If Locktera becomes aware of any unlawful access to any Customer Personal Data stored on Locktera equipment or in a Locktera facility, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Customer Personal Data (each a “Security Incident”), Locktera will notify Customer of the Security Incident without undue delay (provided that such notification may be delayed as required by a law enforcement agency) and take commercially reasonable steps to comply with its obligations under applicable Data Protection Law pertaining to responding to a Security Incident. Locktera’s obligation to report or respond to a Security Incident under this Section is not an acknowledgement by Locktera of any fault or liability with respect to the Security Incident.

Customer acknowledges that security of Customer Data depends in part on Customer configuration and access control decisions. Locktera shall not be responsible for unauthorized access resulting from Customer configuration, credential management, or authorization policies.

Mutual Warranty. Each party represents, warrants and covenants that: (a) it has the full power and authority to enter into the Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) its acceptance of and performance under the Agreement will not breach any agreement with any third party or any obligation owed by it to any third party.

Limited Warranties and Remedies. The following limited warranties apply only to the extent that Customer has purchased the applicable Locktera Services:

Locktera Share Service. Locktera warrants that the Locktera Share Service will operate substantially in compliance with the applicable Documentation during the Term, provided that the purchased items have been used as described in the Documentation and have not been modified or added to other than by Locktera. If the Locktera Services does not perform as warranted and Customer notifies Locktera within thirty (30) days, Locktera will undertake at its sole option and as Customer’s exclusive remedy, to (a) correct the non-conformance; or (b) replace the non-conforming item, provided that if Locktera determines that it is not commercially reasonable or possible to correct or replace a material non-conformity within a reasonable time from receipt of written notice from Customer detailing the warranty claim, the affected subscription will be cancelled and Locktera will refund any unused prepaid fees for the affected subscription.

Professional Services. Locktera will use commercially reasonable efforts to perform the Professional Services and provide the accompanying Locktera Materials according to the specifications, if any, set forth in the relevant Order Form and SOW. If Locktera fails to do so and Customer notifies Locktera within thirty (30) days of the date the Professional Services were performed, Locktera will undertake at its sole option and as Customer’s exclusive remedy to (a) re-perform the non-conforming Professional Services; or (b) if Locktera determines that re- performance is not commercially reasonable, the affected Professional Services will be cancelled and Locktera will refund to Customer any pre-paid fees corresponding to the affected Professional Services.

WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE EXPRESS WARRANTIES SPECIFIED ABOVE, LOCKTERA DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LOCKTERA DOES NOT WARRANT THAT THE SERVICES WILL IDENTIFY, BLOCK, OR REMEDIATE ALL SECURITY VULNERABILITIES OR PREVENT ALL UNAUTHORIZED ACCESS.

Service Availability and Infrastructure Disclaimer

Amendments to the Subscription Agreement. Locktera may modify this Subscription Agreement in accordance with Section 13.1 from time to time by providing reasonable notice of material changes through email, the Services, or another legally permitted method.

Subscription Terms and Renewals

Termination for Cause. Either Party may terminate an affected Subscription Order or SOW upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach.

Effect of Termination or Expiration.

Independent Subscription Orders. Expiration or termination of one Subscription Order or SOW shall not automatically terminate any other Subscription Order or SOW, unless expressly stated otherwise in a written agreement between the Parties.

Customer Data Following Termination. Upon expiration or termination of an applicable Subscription Order, Customer's right to use the affected Services shall cease, except for limited retrieval access expressly permitted by Locktera.

Financial Consequences of Termination. If Customer terminates an affected Subscription Order or SOW for Locktera's uncured material breach under Section 13.3, Locktera shall refund prepaid Fees attributable to the unused portion of the terminated Services.

Suspension of Services. Locktera may suspend access to the Services immediately without liability where Locktera reasonably determines that Customer use poses a security risk, violates this Agreement, threatens service integrity, or is required by law or regulatory authority.

IP Claims. Locktera, at its expense, will defend Customer and its Affiliates and their respective officers, directors and employees (the “Customer Indemnified Parties”) from and against all actions, proceedings, claims and demands by a third party (a “Third-Party Claim”) alleging that the Locktera Services received by Customer under the applicable Order Form, as of the delivery date, infringes any copyright or misappropriates any trade secret, and Locktera will pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or final award) incurred by the Customer Indemnified Parties directly from any such Third-Party Claim. Together with the mitigation obligations set forth below, this represents Locktera’s entire liability, and Customer’s sole and exclusive remedy, for infringement of any intellectual property or proprietary rights by any Locktera Offering. Notwithstanding anything to the contrary in the Agreement, the foregoing obligations will not apply with respect to a claim of infringement that arises out of (a) infringing or illegal Customer Data; (b) use of the Locktera Service in combination with any software, hardware, network, technology or system not supplied by Locktera where the alleged infringement relates to such combination; (c) any modification or alteration of the Locktera Service other than by Locktera; (d) Customer’s continued use of the Locktera Service after Locktera notifies Customer to discontinue use because of an infringement claim; (e) use of the Locktera Service other than as authorized under the Agreement or Documentation; or (f) failure to implement an update, upgrade or bug fix that Locktera has provided at no charge where such implementation may avoid infringement.

Mitigation. If any Third-Party Claim which Locktera is obligated to defend has occurred, or in Locktera’s determination, is likely to occur, Locktera may, at its option: (a) obtain for Customer the right to continue using the Locktera Service; (b) replace or modify the Locktera Service so that it avoids such claim; or (c) if such remedies are not reasonably available, terminate Customer’s license for the infringing Locktera Service and provide Customer with a refund of any unused fees Customer prepaid to Locktera for the infringing Locktera Service. If such termination materially affects Locktera’s ability to meet its remaining obligations under the relevant Order Form then Locktera may, at its option and upon written notice, terminate the Order Form, in whole or in part, and refund such other unused fees prepaid to Locktera for the terminated Locktera Service.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S BREACH OF SECTION 8 (CUSTOMER RESPONSIBILITIES), OR EITHER PARTY’S INDEMNITY OBLIGATIONS, THE CUMULATIVE LIABILITY OF EACH PARTY AND ITS AFFILIATES WILL NOT EXCEED THE ANNUAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE LOCKTERA OFFERING AT THE TIME THE CLAIM ARISES.

EXCEPT FOR CUSTOMER’S BREACH OF SECTION 8 (CUSTOMER RESPONSIBILITIES) OR EITHER PARTY’S BREACH OF SECTION 10 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOST PROFITS, LOSS OF DATA OR COST OF COVER, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE WAIVERS AND LIMITATIONS IN THIS SECTION 17 APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY ASSERTED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

NEITHER PARTY LIMITS OR EXCLUDES ITS LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FRAUDULENT MISREPRESENTATION OR WILLFUL MISCONDUCT; OR (C) ANY OTHER LIABILITY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.

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Entire Agreement. This Agreement, including applicable Subscription Orders, Statements of Work, and documents expressly incorporated by reference, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, discussions, proposals, representations, and understandings, whether written or oral, concerning that subject matter.

Purchase Orders. Any terms or conditions contained in a purchase order, acknowledgment, or other document issued by Customer shall have no effect and shall not modify this Agreement unless expressly accepted in writing by an authorized representative of Locktera. Customer purchase orders may be used for administrative and billing purposes only.

Amendments. Locktera may amend this Subscription Agreement in accordance with Section 13.1. Amendments to a separately executed Order Form or Statement of Work shall require the written agreement of authorized representatives of both Parties, unless the applicable document expressly provides otherwise. An online Subscription Order may be modified through an authorized electronic purchasing or account management process, subject to the terms accepted by Customer and applicable law.

Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing by an authorized representative of the Party granting the waiver. Failure or delay by either Party in exercising any right or remedy shall not constitute a waiver of that right or remedy.

Severability. If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, that provision shall be enforced to the maximum extent permitted by applicable law or, if necessary, severed, and the remaining provisions shall continue in full force and effect.

Interpretation. The Parties acknowledge that this Agreement shall be interpreted fairly and without any presumption against either Party based on its role in drafting the Agreement. Section headings are provided for convenience only and shall not affect interpretation.

Electronic Acceptance. This Agreement and applicable Subscription Orders may be accepted electronically, including through online checkout, electronic signature, or other authorized electronic acceptance mechanisms. Such acceptance shall have the same legal effect as a handwritten signature to the extent permitted by applicable law.