Locktera Share
Terms of Service

Legal Agreements & Policies · Last Updated: October 12, 2026

Important: Please read these legally binding terms before accessing or using Locktera Share.

IMPORTANT — LEGALLY BINDING AGREEMENT

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND LOCKTERA, INC. GOVERNING YOUR ACCESS TO AND USE OF LOCKTERA SHARE, INCLUDING ALL RELATED SOFTWARE, SERVICES, ENCRYPTION SYSTEMS, CONTAINER TECHNOLOGY, APPLICATIONS, AND INFRASTRUCTURE (COLLECTIVELY, THE “SERVICES”).

BY ACCESSING OR USING THE SERVICES, CREATING AN ACCOUNT, CLICKING “ACCEPT,” EXECUTING AN ORDER FORM OR SUBSCRIPTION AGREEMENT THAT REFERENCES THESE TERMS, OR UPLOADING, ENCRYPTING, SHARING, OR ACCESSING ANY CONTAINER OR CUSTOMER DATA THROUGH THE SERVICES, YOU:

ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT;

REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT; AND

AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.

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

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT. IN SUCH CASE, “CUSTOMER,” “YOU,” OR “YOUR” REFERS TO THAT ORGANIZATION.

PARTIES

These Terms of Service (“Agreement”) are entered into between:

Locktera, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (“Locktera,” “Company,” “we,” “us,” or “our”),

and

the individual or legal entity accessing or using the Services (“Customer,” “you,” or “your”).

EFFECTIVE DATE

This Agreement becomes effective on the earliest of the date that Customer:

accesses or uses the Services;

creates a Locktera account;

accepts this Agreement electronically;

executes an Order Form or Subscription Agreement referencing this Agreement; or

uploads, encrypts, stores, shares, or accesses Customer Data using the Services,

(the “Effective Date”).

SCOPE OF SERVICES

This Agreement governs Customer’s access to and use of Locktera Share, including:

cryptographic container creation and encryption;

secure document sharing and access control enforcement;

audit logging and access tracking;

authorization and identity enforcement mechanisms;

storage integrations, including bring-your-own-storage (BYOS) and on-premises deployments;

associated web applications, APIs, SDKs, and infrastructure; and

all related software, documentation, and support services provided by Locktera.

INCORPORATED DOCUMENTS

The following documents are incorporated by reference and form part of this Agreement:

Acceptable Use Policy

Data Processing Addendum (DPA)

Standard Contractual Clauses, where applicable

Any applicable Order Form or Subscription Agreement

In the event of conflict, the Order Form or Subscription Agreement shall control, followed by the DPA, then this Agreement.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Account” means the account registered by Customer or on Customer’s behalf that enables access to and use of the Services, including associated credentials, identifiers, access permissions, and configuration settings.

“Authorized User” means any individual, including Customer’s employees, contractors, agents, or representatives, who is authorized by Customer to access or use the Services under Customer’s Account. Customer is solely responsible for all acts and omissions of Authorized Users.

“Container” means an encrypted cryptographic container file, including files with the .tera extension, that encapsulates Customer Data and enforces access control policies through cryptographic authorization mechanisms. Containers are designed to prevent access to protected data unless valid cryptographic authorization is provided in accordance with applicable access policies.

“Customer Data” means all data, files, documents, images, videos, software, metadata, or other content that is:

submitted to, uploaded to, encrypted by, processed by, transmitted through, or stored using the Services; or

contained within any Container created or managed using the Services.

Customer Data does not include Locktera Intellectual Property or Service-generated operational metadata used solely to operate, secure, or improve the Services.

“Documentation” means Locktera’s technical, operational, security, and user documentation, specifications, and usage guidelines made available by Locktera relating to the Services, as updated from time to time.

“Services” means Locktera Share and all related products, software, applications, APIs, SDKs, encryption systems, container technologies, access control enforcement mechanisms, audit logging systems, integrations, and infrastructure provided by Locktera, including hosted (SaaS), customer-managed storage (BYOS), hybrid, and on-premises deployments.

“Storage Provider” means any third-party storage system, infrastructure, or service used by Customer in connection with the Services, including but not limited to cloud storage providers, object storage services, network storage systems, or on-premises storage environments. Storage Providers are not operated or controlled by Locktera unless expressly specified in writing.

“Access Policy” means the set of authorization rules, permissions, restrictions, and controls defined by Customer that govern access to Containers and Customer Data, including identity-based, time-based, location-based, or other authorization conditions.

“Credentials” means authentication information, including API keys, passwords, cryptographic keys, tokens, certificates, or other authentication mechanisms used to access the Services or authorize access to Containers.

“Order Form” means any ordering document, subscription agreement, or other written or electronic ordering instrument executed between Customer and Locktera that references this Agreement and specifies Services purchased by Customer.

Locktera shall provide Customer access to the Services in accordance with this Agreement and any applicable Order Form.

The Services consist of a secure data protection platform that enables Customer to encrypt, containerize, store, transmit, and control access to Customer Data using cryptographic enforcement mechanisms, access authorization controls, audit logging, and related security technologies.

The Services may include, without limitation:

creation and management of encrypted cryptographic containers;

cryptographic enforcement of access authorization policies;

identity and authorization validation;

secure storage integration;

audit logging and access tracking;

key management and authorization infrastructure;

APIs, applications, software components, and related services.

The Services may be deployed and provided in one or more of the following configurations, as determined by Customer’s selected deployment model:

(a)cloud-hosted software-as-a-service (“SaaS”) deployment operated by Locktera;

(b)bring-your-own-storage (“BYOS”) deployment, in which Customer utilizes third-party or customer-controlled storage infrastructure; or

(c)on-premises or customer-hosted deployment, in which components of the Services operate within Customer-controlled environments.

Customer acknowledges that Locktera does not control and is not responsible for the availability, security, or performance of Customer-controlled infrastructure, Storage Providers, or third-party systems used in connection with the Services.

The Services governed by this Agreement are limited to Locktera Share and those associated applications, integrations, software components, APIs, and supporting capabilities expressly included in Customer's applicable subscription or Order Form. References to Locktera technologies, APIs, SDKs, encryption systems, storage integrations, or deployment configurations shall not independently grant Customer access to separately licensed Locktera products, including Locktera CORE API, Locktera Vault, Locktera Data Gateway, or Locktera Secure RAG. Such products are subject to their respective applicable agreements unless expressly incorporated into Customer's subscription in writing.

Locktera may, from time to time and in its sole discretion, modify, update, enhance, replace, or discontinue features or components of the Services, provided that such changes do not materially reduce the overall core security functionality of the Services during an active subscription term.

Locktera may implement modifications without prior notice where reasonably necessary to:

maintain, enhance, or improve the security, integrity, or reliability of the Services;

address vulnerabilities, threats, or security risks;

comply with applicable law, regulation, or legal requirements;

prevent fraud, abuse, or unauthorized use;

maintain operational stability or performance;

support new features, technologies, or infrastructure.

Locktera shall have no obligation to continue providing any particular feature, functionality, integration, or configuration indefinitely, provided that the Services continue to materially conform to this Agreement.

Locktera may suspend or restrict access to the Services, in whole or in part, immediately and without liability, if Locktera reasonably determines that:

(a)Customer’s use of the Services poses a security risk to the Services or any third party;

(b)Customer is in violation of this Agreement or the Acceptable Use Policy;

(c)suspension is necessary to prevent unauthorized access, data compromise, or infrastructure disruption; or

(d)required by law, regulation, or governmental authority.

Locktera shall use commercially reasonable efforts to restore access promptly once the underlying issue has been resolved.

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, Locktera grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services and Documentation solely for Customer’s internal business purposes and solely in accordance with this Agreement and applicable Documentation.

This license permits Customer to:

(a)access and use the Services through Locktera-provided interfaces, applications, and APIs;

(b)encrypt, containerize, store, transmit, and manage Customer Data using the Services;

(c)authorize Authorized Users to access and use the Services and encrypted Containers in accordance with Customer-defined access authorization policies; and

(d)integrate the Services with Customer-controlled systems, applications, and storage infrastructure, where supported by Locktera.

Customer is responsible for all acts and omissions of its Authorized Users and any use of the Services through Customer’s account.

Except for the limited license expressly granted herein, Locktera and its licensors retain all right, title, and interest in and to the Services, including all software, cryptographic container formats, encryption methods, security architecture, APIs, Documentation, and all related intellectual property rights.

No rights are granted to Customer by implication, estoppel, or otherwise.

The Services may include hosted services, APIs, software components, client-side components, and on-premises or locally deployed components.

Where Locktera provides downloadable software, SDKs, client libraries, or on-premises components, Locktera grants Customer a limited license to install and use such components solely in connection with Customer’s authorized use of the Services and subject to this Agreement.

Customer shall not use any software components independently of the Services unless expressly authorized in writing by Locktera.

Customer shall not, and shall not permit any third party, including any Authorized User, contractor, or affiliate, to:

(a)reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive, discover, or access the source code, underlying structure, algorithms, cryptographic methods, encryption mechanisms, authorization mechanisms, container format, or security architecture of the Services;

(b)attempt to defeat, disable, circumvent, or bypass encryption, cryptographic enforcement, authentication, authorization, or access control mechanisms;

(c)access, use, copy, reproduce, modify, distribute, or create derivative works of the Services or any portion thereof;

(d)sell, resell, sublicense, lease, rent, assign, distribute, or otherwise commercially exploit the Services, except as expressly authorized;

(e)use the Services to develop, train, build, operate, or support any product, service, or technology that competes with or is substantially similar to the Services;

(f)use the Services for benchmarking, competitive analysis, or public performance evaluation without Locktera’s prior written consent;

(g)remove, alter, or obscure any proprietary notices, copyright notices, or security notices;

(h)attempt to access the Services through unauthorized means;

(i)attempt to gain unauthorized access to Locktera systems, infrastructure, or other customers’ data;

(j)interfere with or disrupt the integrity, security, or performance of the Services;

(k)use the Services in violation of the Acceptable Use Policy or applicable law; or

(l)use the Services in any manner not expressly authorized by this Agreement.

Customer shall not attempt to defeat, bypass, or undermine the cryptographic container architecture, encryption protections, access authorization enforcement mechanisms, or security controls implemented by Locktera.

Customer acknowledges that the cryptographic container format, authorization architecture, encryption mechanisms, and enforcement systems constitute proprietary technology and trade secrets of Locktera.

Any attempt to circumvent or defeat such protections constitutes a material breach of this Agreement.

The Services are licensed, not sold.

Locktera and its licensors retain all right, title, and interest in and to:

the Services;

cryptographic container formats;

encryption and authorization architecture;

APIs and SDKs;

software and infrastructure;

Documentation;

and all related intellectual property and proprietary rights.

All rights not expressly granted to Customer are reserved by Locktera.

As between the parties, Customer retains all right, title, and interest in and to:

(a)all Customer Data; and (b) all encrypted Containers generated from Customer Data using the Services.

Customer Data includes all files, documents, images, videos, metadata, and other content submitted to, encrypted by, stored in, transmitted through, or processed using the Services.

Locktera does not acquire any ownership rights in Customer Data or Containers.

Notwithstanding Customer’s ownership of Customer Data and Containers, Locktera retains all right, title, and interest in and to:

(a)the Services; (b) the cryptographic container format (.tera); (c) encryption methods, authorization mechanisms, and enforcement architecture; (d) APIs, SDKs, software, and infrastructure; (e) Documentation; and (f) all related intellectual property rights.

Customer acquires no ownership rights in the Services or Locktera technology.

Encrypted Containers contain Customer Data but are created using Locktera’s proprietary cryptographic container architecture, which remains the exclusive property of Locktera.

Customer grants Locktera a limited, non-exclusive, non-transferable license to process Customer Data solely as necessary to:

(a)provide the Services; (b) enforce cryptographic access authorization policies; (c) maintain, secure, and support the Services; (d) prevent fraud, abuse, or security threats; and (e) comply with applicable law.

Locktera shall not:

(a)sell Customer Data; (b) use Customer Data for advertising purposes; or (c) access Customer Data except as authorized by Customer or as required to provide the Services or comply with law.

Locktera shall not use Customer Data to train, fine-tune, validate, or improve any machine learning or artificial intelligence models unless explicitly authorized in writing by Customer.

Customer acknowledges and agrees that:

(a)Containers enforce access authorization policies using cryptographic enforcement mechanisms;

(b)access to Container contents requires valid authorization credentials defined by Customer;

(c)Locktera cannot decrypt or access Container contents without valid authorization credentials;

(d)Locktera does not control Customer-defined authorization policies;

(e)Customer is solely responsible for defining, granting, revoking, and managing access authorization policies;

(f)Locktera does not guarantee Customer recovery of Container contents if authorization credentials are lost, revoked, or misconfigured; and

(g)Locktera cannot bypass cryptographic access enforcement mechanisms.

(h)Revocation, expiration, modification, or restriction of access authorization is designed to prevent subsequent authorized access through Locktera's applicable cryptographic enforcement mechanisms. Such controls do not guarantee deletion, retrieval, or prevention of further use of plaintext, screenshots, copies, downloads, or other information previously obtained by an authorized recipient.

(i)The effectiveness of access controls may depend on Customer configuration, recipient devices, third-party applications, network connectivity, and the manner in which Customer Data is accessed or distributed. Locktera does not guarantee control over information once it has been lawfully decrypted and obtained outside the Services.

Customer is solely responsible for:

(a)determining who is authorized to access Containers;

(b)managing access authorization policies;

(c)configuring security settings;

(d)protecting authorization credentials; and

(e)ensuring lawful processing of Customer Data.

Locktera shall have no liability arising from Customer’s authorization decisions or access policy configurations.

The Services may generate audit logs, access logs, authorization records, and operational metadata related to Customer’s use of the Services (“Service Metadata”).

Customer retains ownership of audit logs and access records relating to Customer Data.

Locktera retains ownership of Service Metadata that does not identify Customer Data contents and may use such metadata to:

(a)maintain and improve the Services; (b) monitor security and performance; and (c) ensure system integrity.

Locktera shall not use Service Metadata to identify or disclose Customer Data contents.

Locktera may collect, use, and retain anonymized and aggregated data derived from use of the Services for purposes of:

(a)improving the Services; (b) enhancing security protections; (c) system performance optimization; and (d) operational analytics.

Such data shall not identify Customer, Customer Data, or any individual.

Customer may permit its employees, contractors, agents, and other authorized individuals (“Authorized Users”) to access and use the Services solely on Customer’s behalf and in accordance with this Agreement and Customer-defined access authorization policies.

Customer shall ensure that all Authorized Users comply with this Agreement.

Customer is fully responsible and liable for all acts and omissions of Authorized Users.

Customer is solely responsible for:

(a)managing Authorized Users and access permissions;

(b)defining, configuring, and enforcing access authorization policies governing Containers;

(c)granting, modifying, and revoking access rights;

(d)ensuring that access authorization policies reflect Customer’s intended access controls;

(e)monitoring Authorized User access; and

(f)ensuring lawful use of the Services.

Customer acknowledges that Locktera does not control, manage, or override Customer-defined access authorization policies.

Customer is solely responsible for:

(a)maintaining the confidentiality and security of Account credentials, authentication tokens, API keys, and authorization credentials;

(b)preventing unauthorized access to its Account and Containers;

(c)promptly revoking access when no longer authorized; and

(d)notifying Locktera promptly of any suspected or actual unauthorized access or security incident.

Customer shall implement reasonable administrative, technical, and organizational safeguards to protect access credentials.

Customer is responsible for all activities conducted through:

(a)Customer’s Account;

(b)Customer’s Containers;

(c)Customer’s authorization credentials; and

(d)access authorized by Customer, whether or not such access was authorized by Customer.

Customer shall be liable for any use of the Services resulting from Customer’s failure to protect Account credentials or properly configure access authorization policies.

Customer acknowledges and agrees that:

(a)access to Containers is controlled through cryptographic authorization enforcement mechanisms;

(b)Locktera does not independently grant or revoke access to Containers;

(c)Locktera cannot access Container contents without valid authorization credentials;

(d)Locktera cannot recover Container contents if Customer authorization credentials are lost, revoked, or misconfigured; and

(e)Locktera shall have no liability arising from Customer’s access authorization decisions, authorization policy configurations, or credential management.

Locktera reserves the right, in its reasonable discretion, to suspend or restrict access to the Services if Locktera determines that Customer’s Account or Authorized Users pose a security risk to:

(a)the Services; (b) Locktera infrastructure; or (c) other customers.

Locktera shall use commercially reasonable efforts to notify Customer of such suspension.

The Services may enable Customer to integrate and use third-party storage systems, including cloud storage providers, object storage services, network storage systems, or on-premises storage environments (each, a “Storage Provider”).

Customer is solely responsible for selecting, configuring, and managing Storage Providers.

Customer acknowledges that Locktera does not own, operate, or control Storage Providers.

Customer is solely responsible for:

(a)configuring Storage Providers;

(b)securing Storage Provider infrastructure, accounts, credentials, and access controls;

(c)managing storage access permissions;

(d)protecting storage credentials, authentication keys, and access tokens;

(e)ensuring storage systems are properly secured against unauthorized access;

(f)ensuring availability, integrity, and protection of stored data; and

(g)maintaining appropriate backups and redundancy.

Customer acknowledges that improper configuration of Storage Providers may result in unauthorized access, loss, or exposure of Customer Data.

Customer’s use of any Storage Provider is governed solely by Customer’s agreement with the applicable Storage Provider.

Locktera is not a party to, and has no responsibility under, any agreement between Customer and any Storage Provider.

Customer is solely responsible for compliance with Storage Provider terms and applicable laws relating to storage of Customer Data.

Locktera shall have no responsibility or liability for any:

(a)unauthorized access to Customer Data occurring at the Storage Provider level;

(b)Storage Provider security incidents, breaches, or vulnerabilities;

(c)Storage Provider outages, downtime, or unavailability;

(d)loss, corruption, deletion, or alteration of Customer Data at the Storage Provider level;

(e)Storage Provider infrastructure failures;

(f)Storage Provider service interruptions; or

(g)acts or omissions of Storage Providers.

Customer acknowledges that Storage Providers operate independently of Locktera.

Customer acknowledges that Locktera’s cryptographic container architecture protects Customer Data through encryption and cryptographic authorization enforcement independent of the Storage Provider.

Customer further acknowledges that:

(a)Storage Providers store encrypted Containers but do not control cryptographic access enforcement;

(b)access to Container contents requires valid authorization credentials; and

(c)Locktera’s cryptographic protections operate independently of Storage Provider access controls.

Customer acknowledges that the Services operate under a shared responsibility model, whereby:

(a)Locktera is responsible for cryptographic protection and authorization enforcement within the Services; and

(b)Customer is responsible for storage infrastructure security, configuration, and access control.

Locktera may make certain Services available on a trial, evaluation, or beta basis (“Trial Services”).

Trial Services:

are provided “AS IS”;

may be modified or discontinued at any time;

are not subject to service level commitments;

may have limited functionality; and

are subject to a liability cap of $100.

Locktera may collect and process audit logs, telemetry, and operational metadata necessary to provide, secure, and improve the Services.

The Services may record audit logs including:

access attempts

authorized and unauthorized access

timestamps

IP addresses

access duration

container activity

Customer acknowledges such audit records are part of the Services.

Customer shall comply with this Agreement, applicable Documentation, and all applicable laws and regulations in connection with its access to and use of the Services.

Without limiting the foregoing, Customer shall:

Customer shall:

(a)maintain the confidentiality and security of all Account credentials, authentication credentials, API keys, encryption credentials, access tokens, and authorization mechanisms;

(b)prevent unauthorized access to the Services and Containers;

(c)promptly revoke access for any unauthorized or terminated Authorized Users; and

(d)promptly notify Locktera of any suspected or actual unauthorized access, credential compromise, or security incident.

Customer is solely responsible for all activities occurring under its Account, whether authorized or unauthorized.

Customer shall:

(a)ensure that all Authorized Users comply with this Agreement;

(b)be fully responsible for acts and omissions of Authorized Users;

(c)control and manage authorization policies governing access to Customer Data and Containers; and

(d)ensure Authorized Users access the Services only as permitted under this Agreement.

Customer is liable for all access to the Services and Containers resulting from Customer’s authorization decisions.

Customer is solely responsible for:

(a)the legality, accuracy, integrity, and appropriateness of Customer Data;

(b)ensuring Customer has all necessary rights, permissions, and legal authority to upload, encrypt, store, and process Customer Data;

(c)ensuring Customer’s use of the Services complies with applicable data protection, privacy, export control, and other applicable laws;

(d)determining which individuals and systems are authorized to access Customer Data;

(e)configuring and managing access control policies; and

(f)the consequences of granting or revoking access to Customer Data.

Locktera does not monitor or control Customer Data or Customer authorization decisions.

Where Customer uses bring-your-own-storage (BYOS) or on-premises deployments, Customer is solely responsible for:

(a)configuring and securing storage systems;

(b)managing storage credentials and access controls;

(c)protecting Customer Data at the storage infrastructure level;

(d)maintaining appropriate backups; and

(e)preventing unauthorized access to storage systems.

Customer shall use the Services only for lawful purposes and shall not use the Services in violation of applicable law, regulation, or third-party rights.

Customer acknowledges that:

(a)Customer controls authorization policies governing access to Containers and Customer Data;

(b)Locktera enforces access cryptographically based on Customer-defined authorization policies;

(c)Locktera does not determine which individuals or systems are authorized to access Customer Data; and

(d)Customer is solely responsible for authorization decisions and resulting access outcomes.

Customer is solely responsible for securing Customer’s:

(a)systems;

(b)networks;

(c)devices;

(d)credentials;

(e)infrastructure; and

(f)environments used to access the Services.

Customer retains sole responsibility and liability for:

(a)Customer Data;

(b)authorization policies;

(c)access permissions;

(d)credential management; and

(e)all consequences arising from Customer’s use of the Services.

Locktera shall have no liability for unauthorized access resulting from Customer actions, credential compromise, or authorization decisions.

Customer shall pay all fees, charges, and other amounts (“Fees”) specified in the applicable Order Form, subscription plan, pricing schedule, or otherwise agreed in writing.

Except as expressly provided in this Agreement or required by applicable law:

(a)Fees are non-cancelable; (b) Fees are non-refundable; and (c) payment obligations are irrevocable.

Fees are based on Services purchased and not actual usage, unless expressly stated otherwise.

Unless otherwise specified in an applicable Order Form or subscription plan:

(a)Fees for subscriptions purchased through online checkout, an authorized marketplace, or another electronic purchasing mechanism shall be payable in advance at the time of purchase or renewal, in accordance with the billing frequency selected by Customer.

(b)Fees for subscriptions purchased through an invoice shall be due within thirty (30) days following the invoice date, unless otherwise specified in the applicable Order Form.

(c)Payments shall be made in the currency specified at checkout, in the applicable Order Form, or on the invoice. If no currency is specified, payments shall be made in U.S. dollars.

(d)Customer authorizes Locktera and its authorized payment processors to charge Customer's designated payment method for applicable Fees, including recurring subscription charges, in accordance with the subscription terms accepted by Customer.

(e)Customer shall maintain accurate and current billing and payment information and shall promptly update such information when necessary.

(f)Where subscriptions are purchased through a third-party marketplace, applicable marketplace billing and payment terms shall govern to the extent they conflict with this Section.

Locktera may suspend Customer’s access to the Services, in whole or in part, upon written notice if any undisputed Fees remain unpaid for fifteen (15) days or more after the due date.

Locktera shall have no liability for suspension resulting from Customer’s non-payment.

Customer remains responsible for all Fees incurred during any suspension period.

Locktera may charge interest on overdue amounts at the rate of:

the lesser of:

(a)1.5% per month; or (b) the maximum rate permitted by law,

from the due date until paid.

Customer shall reimburse Locktera for all reasonable costs incurred in collecting overdue amounts, including legal fees and collection costs, to the extent permitted by law.

Fees do not include taxes.

Customer is responsible for all applicable:

sales taxes
• use taxes
• value-added taxes (VAT)
• withholding taxes
• duties or government charges

excluding taxes based solely on Locktera’s net income.

If Customer is required to withhold taxes, Customer shall gross-up payments to ensure Locktera receives the full amount invoiced.

Locktera may modify Fees upon at least thirty (30) days’ prior written notice.

Fee changes shall apply beginning with the next renewal term or billing cycle.

Customer must notify Locktera in writing of any fee dispute within thirty (30) days of the invoice date.

Failure to provide timely notice constitutes waiver of the dispute.

Undisputed amounts remain payable during dispute resolution.

Customer shall pay all Fees without deduction, offset, or counterclaim, except as required by law.

(a)Unless otherwise specified at checkout or in an applicable Order Form, paid subscriptions shall automatically renew for successive periods equal to the initial subscription period.

(b)Customer may prevent automatic renewal by canceling the subscription through the applicable account management interface or by providing notice to Locktera before the next renewal date, subject to any notice requirements expressly disclosed at purchase.

(c)Cancellation of automatic renewal shall take effect at the end of the then-current paid subscription period. Unless otherwise required by applicable law or expressly agreed in writing, cancellation shall not entitle Customer to a refund of Fees paid or relieve Customer of payment obligations incurred for the current subscription period.

(d)Monthly subscriptions shall be billed monthly, and annual subscriptions shall be billed annually in advance, unless otherwise specified at checkout or in an applicable Order Form.

(e)Locktera shall disclose the applicable subscription price, billing frequency, renewal terms, and cancellation method at the time of purchase.

(f)Any price increase applicable to a renewal shall be subject to Section 10.6 and applicable law.

(g)Where subscriptions are purchased through a third-party marketplace, renewal and cancellation procedures shall be governed by the applicable marketplace terms to the extent they conflict with this Section.

Locktera shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.

Such safeguards may include, without limitation:

(a)encryption of Customer Data in transit using industry-standard cryptographic protocols; (b) encryption of Customer Data at rest; (c) cryptographic container architecture enforcing access authorization controls; (d) secure key management and credential protection mechanisms; (e) access controls restricting access to authorized personnel; (f) authentication and authorization systems; (g) audit logging and security monitoring; (h) network and infrastructure security controls; and (i) incident detection and response procedures.

Customer acknowledges that the Services utilize cryptographic enforcement mechanisms designed to restrict access to Customer Data based on Customer-defined authorization policies.

Access to encrypted Containers requires valid authorization credentials in accordance with Customer-configured access controls.

Locktera does not access or decrypt Customer Data except as authorized by Customer or as necessary to provide, maintain, secure, or support the Services.

Customer acknowledges and agrees that Customer is responsible for:

(a)configuring access policies and authorization controls; (b) managing Authorized Users and credentials; (c) securing Customer systems, devices, and networks; (d) protecting authentication credentials, encryption keys, and access tokens; and (e) implementing appropriate security controls within Customer’s environment.

Locktera shall not be responsible for security incidents resulting from Customer’s systems, configurations, credentials, or authorized users.

Locktera shall maintain incident response procedures designed to detect, investigate, and respond to security incidents affecting the Services.

Where required by applicable law or the Data Processing Addendum, Locktera shall notify Customer of confirmed unauthorized access to Customer Data processed by Locktera.

Customer acknowledges and agrees that:

(a)no system, service, or technology can be guaranteed to be completely secure; (b) the security of Customer Data depends in part on Customer’s proper configuration and use of the Services; and (c) Locktera does not warrant that the Services will be free from unauthorized access, intrusion, or security incidents.

To the maximum extent permitted by law, Locktera shall not be liable for unauthorized access to Customer Data except to the extent resulting from Locktera’s breach of its obligations under this Agreement.

Unless expressly set forth in an Order Form or separate Service Level Agreement, Locktera makes no uptime or service level commitments.

Customer acknowledges that the Services are provided over internet-based and cloud-based infrastructure and may be subject to interruptions, delays, errors, or other limitations inherent in such systems.

Except as expressly provided in a separate written Service Level Agreement executed by Locktera, Locktera does not guarantee that the Services will be uninterrupted, error-free, or continuously available.

Locktera shall not be liable for any delay, interruption, degradation, or unavailability of the Services resulting from:

(a)maintenance or updates; (b) infrastructure failures; (c) third-party systems or storage providers; (d) internet or telecommunications failures; (e) Force Majeure Events; or (f) events beyond Locktera’s reasonable control.

Customer shall not conduct or attempt to conduct penetration testing, vulnerability scanning, or security testing of the Services without Locktera’s prior written consent.

Locktera may provide security documentation, audit reports, or certifications in lieu of direct access to Locktera systems.

Customer agrees to comply with the Locktera Acceptable Use Policy (“AUP”), which is hereby incorporated into and forms an integral part of this Agreement.

The current version of the Acceptable Use Policy is available at:
https://locktera.com/acceptable-use-policy/

Customer shall use the Services solely in compliance with:

(a)this Agreement; (b) the Acceptable Use Policy; (c) applicable Documentation; and (d) all applicable laws, rules, and regulations.

Customer shall ensure that all Authorized Users comply with the Acceptable Use Policy.

Customer is responsible for all use of the Services under its Account, including use by Authorized Users, employees, contractors, agents, or any third party acting on Customer’s behalf.

Any violation of the Acceptable Use Policy by Customer or any Authorized User shall constitute a material breach of this Agreement.

Locktera reserves the right, in its sole discretion and without liability, to investigate suspected violations of the Acceptable Use Policy.

If Locktera reasonably determines that Customer or any Authorized User has violated the Acceptable Use Policy, Locktera may take any action it deems appropriate to protect the Services, Locktera systems, or other customers, including:

(a)suspending or restricting access to the Services; (b) revoking access to specific Containers or Accounts; (c) removing or disabling access to Customer Data where necessary to prevent harm; (d) terminating Customer’s access to the Services; and (e) reporting unlawful activity to appropriate authorities.

Locktera shall use commercially reasonable efforts to limit enforcement actions to the minimum scope necessary to address the violation.

Locktera may update the Acceptable Use Policy from time to time.

Locktera will provide notice of material updates by posting the updated Acceptable Use Policy at the above URL or through the Services.

Customer’s continued use of the Services after the effective date of an updated Acceptable Use Policy constitutes acceptance of the updated Acceptable Use Policy.

Each party shall comply with all applicable data protection, privacy, and data security laws and regulations in connection with its performance under this Agreement, including, where applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and other applicable data protection laws (collectively, “Data Protection Laws”).

As between the parties:

(a)Customer acts as the data controller (or equivalent legal role) with respect to Customer Data and Personal Data processed using the Services; and

(b)Locktera acts as a data processor (or service provider, as applicable) solely for the purpose of providing, maintaining, securing, and supporting the Services in accordance with Customer’s instructions and this Agreement.

Customer is solely responsible for:

(i)determining the lawfulness of processing Customer Data; (ii) providing required notices and obtaining necessary consents; and (iii) configuring access policies and authorization controls governing Customer Data.

Locktera’s collection and processing of Personal Data in its capacity as a data controller is governed by the Locktera Privacy Policy, available at:

https://locktera.com/privacy-policy/

The Privacy Policy is hereby incorporated by reference into this Agreement.

To the extent Locktera processes Personal Data on behalf of Customer as a data processor, such processing shall be governed by the Locktera Data Processing Addendum (“DPA”), available at:

https://locktera.com/data-processing-addendum/

The DPA is hereby incorporated by reference and forms an integral part of this Agreement.

In the event of any conflict between the DPA and this Agreement, the DPA shall control with respect to Personal Data processing obligations.

Locktera shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Personal Data against unauthorized access, disclosure, alteration, and destruction, consistent with applicable Data Protection Laws and Locktera’s security architecture.

Customer acknowledges that Customer is responsible for managing authorization policies, access controls, and credential security governing access to Customer Data.

Customer authorizes Locktera to engage subprocessors to support provision of the Services, subject to Locktera’s obligations under the DPA.

Locktera may disclose Customer Data only as required by applicable law or valid legal process.

Where legally permitted, Locktera shall use commercially reasonable efforts to:

(a)notify Customer of such request; and (b) limit disclosure to the minimum required.

“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether in written, electronic, oral, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, without limitation:

(a)Customer Data and Containers; (b) cryptographic keys, access credentials, and authorization policies; (c) security architecture, cryptographic enforcement mechanisms, and technical safeguards; (d) software, APIs, Documentation, and system designs; (e) business plans, pricing, product roadmaps, and financial information; and (f) audit reports, security documentation, and compliance materials.

The Receiving Party shall:

(a)use Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement;

(b)protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and no less than a reasonable standard of care;

(c)not disclose Confidential Information to any third party except to its employees, contractors, Affiliates, and service providers who have a legitimate need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and

(d)not copy, reproduce, reverse engineer, or otherwise misuse Confidential Information except as expressly permitted under this Agreement.

Confidential Information does not include information that the Receiving Party can demonstrate:

(a)is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of or reference to Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that, to the extent legally permitted, the Receiving Party:

(a)provides prompt written notice to the Disclosing Party; and (b) cooperates with the Disclosing Party in seeking confidential treatment or protective measures.

Without limiting the foregoing, Locktera shall treat Customer Data, Containers, encryption architecture, cryptographic controls, and access authorization mechanisms as Confidential Information and shall not access, use, or disclose such information except as necessary to provide the Services or as required by law.

Customer acknowledges that Locktera Confidential Information includes Locktera’s cryptographic architecture, security controls, source code, infrastructure design, and non-public technical and operational information.

The confidentiality obligations set forth in this Section shall remain in effect during the Term and for a period of five (5) years following termination or expiration of this Agreement.

Notwithstanding the foregoing, confidentiality obligations relating to:

(a)Customer Data, (b) cryptographic keys and security credentials, and (c) trade secrets

shall survive indefinitely or for as long as such information remains confidential under applicable law.

Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient. Accordingly, the Disclosing Party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity.

The Services, including all software, APIs, cryptographic container technology, encryption mechanisms, authorization systems, Documentation, user interfaces, security architecture, audit systems, and all related technology, materials, and intellectual property rights (collectively, the “Locktera Technology”), are and shall remain the exclusive property of Locktera and its licensors.

Locktera retains all right, title, and interest in and to the Locktera Technology, including all:

(a)patents, patent applications, and patent rights; (b) copyrights and copyrightable works; (c) trade secrets and confidential technology; (d) trademarks, service marks, and trade names; and (e) all derivative works, modifications, and improvements thereto.

Except for the limited license expressly granted under this Agreement, no rights are granted to Customer, whether by implication, estoppel, or otherwise.

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Containers, including all intellectual property rights therein.

Locktera does not acquire any ownership rights in Customer Data or Containers.

Customer grants Locktera a limited, non-exclusive, worldwide, royalty-free license to process Customer Data solely as necessary to:

(a)provide the Services; (b) maintain and secure the Services; (c) provide technical support; and (d) comply with applicable law.

If Customer or any Authorized User provides suggestions, feedback, enhancement requests, recommendations, or other input regarding the Services (“Feedback”), Customer grants Locktera a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, incorporate, modify, and commercialize such Feedback without restriction and without obligation to Customer.

Feedback shall not include Customer Confidential Information or Customer Data.

All rights not expressly granted to Customer under this Agreement are reserved by Locktera and its licensors.

Customer shall not:

(a)remove or alter proprietary notices; (b) misappropriate Locktera Technology; (c) copy, reproduce, or distribute Locktera Technology except as expressly permitted; or (d) access or use the Services to build, train, develop, or improve a competing product or service.

Customer acknowledges that the cryptographic architecture, container enforcement mechanisms, authorization systems, encryption methods, and security controls implemented by Locktera constitute valuable proprietary trade secrets and Confidential Information of Locktera.

Customer shall not attempt to access, derive, replicate, reverse engineer, or otherwise exploit such proprietary technology.

Except as expressly set forth in this Agreement, no license, right, or interest in any intellectual property of Locktera is granted to Customer, whether by implication, estoppel, or otherwise.

Each party represents and warrants that:

(a)it has the full legal right, power, and authority to enter into this Agreement; and (b) this Agreement constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND ALL RELATED TECHNOLOGY, SOFTWARE, APIS, CONTAINERS, AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCKTERA AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF:

(a)MERCHANTABILITY; (b) FITNESS FOR A PARTICULAR PURPOSE; (c) NON-INFRINGEMENT; (d) TITLE; (e) QUIET ENJOYMENT; AND (f) ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

Locktera does not warrant that:

(a)the Services will be uninterrupted, error-free, or continuously available; (b) the Services will be free from vulnerabilities, defects, or harmful components; (c) the Services will meet Customer’s specific requirements; or (d) all errors or defects will be corrected.

Customer acknowledges that use of internet-based and cryptographic systems inherently involves risks, including potential service interruptions and infrastructure dependencies.

Locktera does not warrant or guarantee the availability, security, performance, or reliability of any third-party infrastructure, storage provider, cloud provider, or Customer-controlled environment, including BYOS or on-premises deployments.

Locktera shall have no liability arising from failures, breaches, or disruptions caused by third-party systems not under Locktera’s direct control.

Customer acknowledges that the Services enforce access authorization based on Customer-defined access policies and credentials.

Customer is solely responsible for:

(a)configuring access policies; (b) managing authorization controls; and (c) protecting credentials and access keys.

Locktera shall not be responsible for unauthorized access resulting from Customer misconfiguration, credential compromise, or Customer system vulnerabilities.

While Locktera implements commercially reasonable security safeguards, Customer acknowledges that no system can be guaranteed to be completely secure.

Locktera does not warrant that unauthorized access, security incidents, or breaches will never occur.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOCKTERA OR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY:

(a)INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (b) LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL; (c) LOSS OF DATA, LOSS OF USE, OR BUSINESS INTERRUPTION; (d) COST OF SUBSTITUTE GOODS OR SERVICES; (e) LOSS OR CORRUPTION OF CUSTOMER DATA; OR (f) DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER DATA,

ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOCKTERA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO LOCKTERA FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If the claim arises during a free trial or no-fee period, Locktera’s total aggregate liability shall not exceed one hundred U.S. dollars (US $100).

The exclusions and limitations of liability set forth in this Section shall apply:

(a)regardless of the form of action; (b) even if a remedy fails of its essential purpose; and (c) to the fullest extent permitted by applicable law.

Nothing in this Agreement shall exclude or limit liability for:

(a)death or personal injury caused by gross negligence; (b) willful misconduct; (c) fraud or fraudulent misrepresentation; or (d) liability that cannot be limited under applicable law.

The parties acknowledge and agree that:

(a)the Fees reflect the allocation of risk set forth in this Agreement; (b) the limitations of liability are an essential basis of the bargain; and (c) absent such limitations, the Fees would be substantially higher.

The Fees charged under this Agreement do not include insurance coverage. Customer is solely responsible for maintaining any insurance coverage Customer deems appropriate for Customer’s use of the Services and protection of Customer Data.

Customer shall defend, indemnify, and hold harmless Locktera and its officers, directors, employees, affiliates, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a)Customer Data; (b) Customer’s breach of this Agreement; (c) Customer’s violation of applicable law; (d) Customer’s violation of export control or sanctions laws; (e) Customer’s misuse of the Services; (f) Customer’s authorization decisions or access control configurations; (g) infringement or misappropriation of intellectual property rights by Customer Data; or (h) acts or omissions of Authorized Users.

A party seeking indemnification under this Agreement shall:

(a)provide the indemnifying party with prompt written notice of the applicable third-party claim, provided that failure to provide prompt notice shall relieve the indemnifying party of its obligations only to the extent materially prejudiced by the delay;

(b)permit the indemnifying party to control the defense and settlement of the claim using counsel reasonably qualified to conduct such defense; and

(c)provide reasonable cooperation and assistance, at the indemnifying party's expense.

The indemnifying party shall not enter into any settlement that imposes an admission of wrongdoing, non-monetary obligation, or liability upon the indemnified party without that party's prior written consent, not to be unreasonably withheld.

The indemnified party may participate in the defense through counsel of its own choosing at its own expense.

Neither party shall be required to indemnify the other for settlements entered into without the indemnifying party's prior written approval.

Subject to the limitations and conditions of this Agreement, Locktera shall defend Customer against any third-party claim alleging that Customer's authorized use of the Services, as provided by Locktera and in accordance with this Agreement, directly infringes a valid United States patent, copyright, or trade secret right of such third party.

Locktera shall indemnify Customer against damages and reasonable costs finally awarded by a court of competent jurisdiction, or amounts agreed in a settlement approved in writing by Locktera, arising directly from such claim.

Locktera shall have no obligation under this Section to the extent a claim arises from:

(a)modification of the Services by Customer or a third party without Locktera's authorization;

(b)combination of the Services with products, software, systems, data, or services not provided or expressly authorized by Locktera, where the claim would not have arisen without such combination;

(c)use of the Services contrary to this Agreement or applicable Documentation;

(d)continued use of an allegedly infringing component after Locktera has provided a reasonably suitable non-infringing alternative;

(e)Customer Data, Customer-provided materials, or Customer specifications;

(f)third-party products or services not provided by Locktera; or

(g)use of the Services outside the scope of Customer's authorized subscription.

If the Services become, or in Locktera's reasonable judgment are likely to become, the subject of an infringement claim, Locktera may, at its option and expense:

(i)procure the right for Customer to continue using the affected Services;

(ii) modify or replace the affected Services with substantially equivalent non-infringing functionality; or

(iii) terminate the affected Services and refund prepaid Fees attributable to the unused portion of the terminated subscription period.

This Section states Locktera's sole obligation and Customer's exclusive remedy for third-party intellectual property infringement claims, subject to applicable law and the express limitations of liability in this Agreement.

This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Section (the “Term”).

If Customer subscribes to the Services pursuant to an Order Form, subscription plan, or other written agreement specifying a subscription period, this Agreement shall remain in effect for the duration of such subscription period unless earlier terminated in accordance with this Agreement.

(a)Customer may discontinue use of the Services at any time.

(b)Customer may cancel renewal of a paid subscription in accordance with Section 10.9 or the applicable Order Form. Discontinuing use of the Services, deleting an application, or ceasing activity under an Account shall not, by itself, cancel an active paid subscription or relieve Customer of applicable payment obligations.

(c)Unless otherwise required by applicable law or expressly agreed in writing, cancellation of a paid subscription shall become effective at the end of the then-current subscription period.

(d)Locktera may elect not to renew a subscription by providing at least thirty (30) days' prior written notice, unless a different notice period is specified in the applicable Order Form.

(e)Locktera may terminate a free Account or Trial Service for convenience upon reasonable notice, subject to applicable law.

(f)Termination of an active paid subscription before expiration shall be governed by Section 19.3, Section 19.4, or any applicable Order Form.

Either party may terminate this Agreement immediately upon written notice if the other party:

(a)materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; or (b) becomes insolvent, enters bankruptcy, or ceases business operations.

Locktera may immediately suspend or restrict Customer's access to the Services, in whole or in part, without prior notice where reasonably necessary to:

(a)prevent or mitigate an actual or reasonably suspected security threat, unauthorized access, fraud, or abuse;

(b)protect the Services, Locktera infrastructure, other customers, or third parties from material harm;

(c)prevent circumvention of encryption, authentication, authorization, or other security mechanisms;

(d)address unlawful activity or violations of applicable export control or sanctions laws; or

(e)comply with applicable law, regulation, court order, or governmental directive.

For nonpayment of undisputed Fees, suspension shall be governed by Section 10.3.

For other material breaches that do not require immediate protective action, termination shall be governed by Section 19.3.

Locktera may immediately terminate access where a material security violation cannot reasonably be cured, continued access presents a substantial risk of harm, or termination is required by law.

Where reasonably practicable and legally permitted, Locktera shall notify Customer of the suspension or termination and shall use commercially reasonable efforts to limit protective measures to the affected Services, Accounts, or Containers.

Locktera shall use commercially reasonable efforts to restore suspended access once the underlying issue has been resolved, provided that restoration is legally and technically permissible.

Nothing in this Section requires Locktera to compromise the security or integrity of the Services.

Upon termination or expiration of this Agreement:

(a)all licenses and rights granted to Customer under this Agreement shall immediately terminate; (b) Customer shall immediately cease all access to and use of the Services; (c) Customer shall remain responsible for all Fees incurred prior to termination; and (d) Locktera may disable Customer’s access to the Services.

(a)Customer retains ownership of Customer Data and encrypted Containers created through the Services.

(b)Customer is responsible for maintaining appropriate copies and backups of Customer Data and for exporting or retrieving Customer Data before expiration or termination of the subscription.

(c)Following ordinary expiration or termination of a paid subscription, Locktera may, where technically feasible and legally permissible, provide a limited period of up to thirty (30) days for Customer to retrieve Customer Data or encrypted Containers remaining in Locktera-controlled storage.

(d)Any post-termination retrieval access may be restricted to export or retrieval functionality and shall not constitute continued entitlement to the Services.

(e)Where Customer uses bring-your-own-storage (BYOS) or customer-controlled infrastructure, Customer remains responsible for retrieving, retaining, securing, and deleting data stored within those environments.

(f)Following expiration of the applicable retrieval period, Locktera may delete Customer Data and Containers from Locktera-controlled systems in accordance with its retention policies, the applicable Data Processing Addendum, and legal obligations.

(g)Locktera may retain information to the extent required by applicable law, legitimate security requirements, or the enforcement of its legal rights, subject to applicable data protection obligations.

(h)Locktera does not guarantee recovery of Customer Data or encrypted Container contents where cryptographic credentials, authorization keys, or necessary access mechanisms have been lost, revoked, or improperly configured.

(i)Locktera shall have no obligation to provide post-termination access where doing so would violate applicable law, compromise security, or expose Locktera or third parties to material risk.

The following Sections shall survive termination or expiration of this Agreement:

Confidentiality
• Intellectual Property
• Limitation of Liability
• Indemnification
• Data Protection and Privacy
• Export Compliance
• Payment obligations
• Governing Law and Dispute Resolution
• Any provisions that by their nature are intended to survive

Customer acknowledges that the Services, including Locktera’s software, APIs, cryptographic container technology, encryption mechanisms, and related technical data (collectively, the “Controlled Technology”), may be subject to export control, import control, and economic sanctions laws and regulations of the United States and other applicable jurisdictions.

Customer agrees to comply with all applicable export control and sanctions laws, including, without limitation:

(a)the U.S. Export Administration Regulations (“EAR”); (b) regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); (c) U.S. anti-boycott regulations; and (d) all other applicable export and sanctions laws and regulations.

Customer represents and warrants that:

(a)Customer is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. export sanctions, including, without limitation, Cuba, Iran, North Korea, Syria, or any other restricted jurisdiction;

(b)Customer is not listed on, and is not owned or controlled by any person or entity listed on, any restricted party list, including but not limited to:

the U.S. Treasury Department Specially Designated Nationals (“SDN”) List;

the U.S. Commerce Department Denied Persons List;

the U.S. Commerce Department Entity List; or

any other applicable government restricted party list; and

(c)Customer shall not permit any prohibited person or entity to access or use the Services.

Customer shall not, directly or indirectly:

(a)export, re-export, transfer, or provide access to the Services or Controlled Technology in violation of applicable export control or sanctions laws;

(b)use the Services for any prohibited end use, including, without limitation:

nuclear, chemical, or biological weapons development;

missile technology;

military end uses prohibited by law; or

unlawful surveillance activities; or

(c)permit access to the Services in violation of applicable export restrictions.

Customer is solely responsible for:

(a)ensuring its use of the Services complies with applicable export control and sanctions laws; and (b) obtaining any required export licenses, permits, or authorizations.

Locktera may immediately suspend or terminate Customer’s access to the Services, without liability, if Locktera reasonably determines that Customer’s use of the Services may violate applicable export control or sanctions laws.

Locktera shall have no liability for any failure or delay in performance resulting from compliance with export control laws, sanctions laws, or governmental orders.

This Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS AGREEMENT.

Any legal action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Dallas County, Texas, and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

Each party waives any objection based on improper venue, lack of personal jurisdiction, or forum non conveniens.

Customer acknowledges that unauthorized use, disclosure, or misuse of the Services or Locktera intellectual property may cause irreparable harm for which monetary damages would be inadequate.

Accordingly, Locktera shall be entitled to seek injunctive relief, equitable relief, or other appropriate remedies without the requirement to post bond.

To the maximum extent permitted by law, Customer agrees that any disputes shall be brought solely in Customer’s individual capacity and not as part of any class, collective, or representative action.

This Agreement, together with any incorporated documents, including the Acceptable Use Policy, Privacy Policy, and Data Processing Addendum, constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, communications, and understandings.

Locktera may update these Terms of Service from time to time.

For Customers operating under an executed Order Form or Subscription Agreement that expressly governs amendments, modifications shall be subject to the amendment provisions of that agreement.

For Customers using the Services through self-service registration, online checkout, or a marketplace subscription, Locktera may modify these Terms by providing reasonable notice of material changes.

Such notice may be provided by email, through the Services, or by another reasonable method permitted by applicable law.

Material changes shall become effective on the date specified in the notice, subject to applicable law.

Continued use of the Services following the effective date of a properly notified amendment constitutes acceptance of the amended Terms to the extent permitted by applicable law.

No modification shall retroactively alter Fees already paid or materially diminish expressly committed subscription rights during an existing paid subscription period, except as required by law or reasonably necessary to address security vulnerabilities, unlawful activity, or material operational risks.

Where Customer does not accept a material modification, Customer may discontinue use and cancel future renewal in accordance with Section 10.9. Any additional termination or refund rights required by applicable law shall remain unaffected.

Locktera may implement changes immediately where reasonably necessary to comply with applicable law or address urgent security threats.

Customer may not assign or transfer this Agreement, in whole or in part, without Locktera’s prior written consent, which shall not be unreasonably withheld.

Locktera may assign this Agreement without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to:

acts of God
• natural disasters
• war
• terrorism
• civil unrest
• labor disputes
• internet or infrastructure failures
• government actions

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, or agency relationship.

This Agreement does not confer any rights or remedies upon any person or entity other than the parties.

The provisions of this Agreement that survive termination or expiration shall be governed by Section 19.7.

This Agreement is effective as of the date Customer first accesses, registers for, or uses the Services (the “Effective Date”).

By accessing or using the Services, creating an Account, uploading, encrypting, sharing, or accessing any Container or Customer Data, or otherwise using the Services, Customer acknowledges that Customer has read, understood, and agrees to be bound by this Agreement.

If Customer is entering into this Agreement on behalf of a company, organization, or other legal entity, Customer represents and warrants that Customer has the authority to bind such entity to this Agreement, in which case “Customer” refers to such entity.

If Customer does not agree to this Agreement, Customer must not access or use the Services.

This Agreement may be accepted electronically, and such electronic acceptance shall have the same force and effect as a handwritten signature.

Customer agrees that electronic acceptance, including acceptance through account registration, use of the Services, or click-through acceptance mechanisms, constitutes valid and binding acceptance of this Agreement.

Customer further agrees that electronic records maintained by Locktera constitute evidence of acceptance and shall be admissible in any legal proceeding.

If Customer has questions regarding this Agreement, Customer may contact Locktera at:

Locktera, Inc.
Dallas, Texas, United States
Email: legal@locktera.com
Website: https://locktera.com

CORE PRODUCTS

INTEGRATIONS

PLATFORM HIGHLIGHTS

Zero-Trust Architecture

Press Releases

Articles

White Papers

Knowledge Base

Case Studies

Contact Us

CORE PRODUCTS

INTEGRATIONS

PLATFORM HIGHLIGHTS

Zero-Trust Architecture

Press Releases

Articles

White Papers

Knowledge Base

Case Studies

Contact Us

IMPORTANT — LEGALLY BINDING AGREEMENT

PARTIES

EFFECTIVE DATE

SCOPE OF SERVICES

INCORPORATED DOCUMENTS

1. DEFINITIONS

2. PROVISION OF SERVICES

2.1 Service Description

2.2 Service Modifications, Updates, and Enhancements

2.3 Suspension for Security or Operational Reasons

3. LICENSE GRANT AND RESTRICTIONS

3.1 License Grant

3.2 License Scope and Deployment Models

3.3 License Restrictions

3.4 Cryptographic Enforcement Protection

3.5 Reservation of Rights

4. CUSTOMER DATA AND CONTAINER OWNERSHIP

4.1 Customer Ownership of Customer Data and Containers

4.2 Ownership of Services, Container Format, and Cryptographic Architecture

4.3 Limited License Granted to Locktera

4.4 Cryptographic Enforcement Architecture and Access Control

4.5 Customer Responsibility for Authorization and Access

4.6 Audit Logs and Service-Generated Metadata

4.7 Aggregated and Anonymized Data

5. AUTHORIZED USERS AND ACCESS CONTROL

5.1 Authorized Users

5.2 Customer Responsibility for Access Control and Authorization Policies

5.3 Account Credentials and Security

5.4 Responsibility for All Account Activities

5.5 Cryptographic Access Enforcement Acknowledgment

5.6 Suspension for Security Risk

6. STORAGE INTEGRATIONS (BYOS AND ON-PREMISES)

6.1 Storage Provider Configuration

6.2 Customer Responsibility for Storage Security and Configuration

6.3 Third-Party Storage Provider Relationship

6.4 No Responsibility for Storage Provider Failures or Security Incidents

6.5 Cryptographic Protection Independent of Storage Provider

6.6 Shared Responsibility Model

7. TRIAL AND BETA SERVICES

8. SERVICE AUDIT LOGGING AND TELEMETRY

9. CUSTOMER RESPONSIBILITIES

9.1 Account and Credential Security

9.2 Authorized Users

9.3 Customer Data Responsibility

9.4 Storage and Infrastructure Responsibility

9.5 Lawful Use

9.6 Responsibility for Authorization and Access Decisions

9.7 Responsibility for Customer Systems and Environment

9.8 Sole Responsibility for Customer Data and Access Control

10. FEES AND PAYMENT

10.1 Fees

10.2 Payment Terms

10.3 Suspension for Non-Payment

10.4 Late Payments

10.5 Taxes

10.6 Fee Changes

10.7 Billing Disputes

10.8 No Offset

10.9 Subscription Renewals and Cancellation

11. SECURITY