Software As A SERVICE Agreement

PLEASE READ THIS SOFTWARE AS A SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THIS WEBSITE AND THE SERVICES MADE AVAILABLE VIA THIS WEBSITE BY JUDO SECURITY, INC. (“JUDO”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR ENTERING INTO AN ORDER FORM WITH JUDO, THE PERSON ENTERING INTO THIS AGREEMENT ON BEHALF OF CUSTOMER IDENTIFIED IN THE APPLICABLE ORDER OR REGISTRATION PAGE (THE “SUBSCRIBER”) REPRESENTS THAT (1) HE/SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUBSCRIBER, AND (2) HE/SHE HAS READ, UNDERSTOOD AND AGREED TO THIS AGREEMENT ON BEHALF OF SUBSCRIBER.

Background

  • Judo has developed a cloud-native defense system that encrypts the information you designate on your computer or device in multiple ways to increase the overall security of that information. Subscriber wishes to subscribe, and Judo Service (as defined below) and Judo desires to provide access to the Judo System (as defined below) and provide the Judo Service to Subscriber, subject to the terms and conditions herein.

Agreement

In consideration of the mutual promises contained herein, the parties hereby agree to the following:

  • Definitions. As used in this Agreement:
  • Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Subscriber or any Authorized Users to access the Judo Service.
  • Authorized User” means any individual who is an employee of Subscriber or such other person or entity as may be authorized by an Order Form, to access the Judo Service pursuant to Subscriber’s rights under this Agreement.
  • Documentation” means the technical materials provided by Judo to Subscriber in hard copy or electronic form that describe the features, functionality or operation of the Judo System.
  • Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
  • Judo Service” means the on-line service delivered by Judo to Subscriber using the Judo System as described in the applicable Order Form.
  • Judo System” means the technology, including hardware and software, used by Judo to deliver the Judo Service to Subscriber.
  • Order Form” means a document, either physical or electronic, signed by both parties identifying the services to be made available by Judo pursuant to this Agreement.
  • Judo Service
  • Subscription to the Judo Service. Subject to the terms and conditions of this Agreement, Judo hereby grants to Subscriber, during the term of this Agreement, a non-sublicensable, non-transferable, non-exclusive subscription to access and use, and to grant Authorized Users the right to access and use, the Judo Service for Subscriber’s internal business purposes and in accordance with the limitations set forth in the applicable Order Form.
  • Access. Subject to Subscriber’s payment of the fees set forth the applicable Order Form, Judo will provide Subscriber with access to the Judo Service during the term of this Agreement. On or as soon as reasonably practicable after the Effective Date, Judo shall provide to Subscriber the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Subscriber and its Authorized Users to access the Judo Service in accordance with the Access Protocols. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Judo Service, and notify Judo promptly of any such unauthorized use known to Subscriber.
  • Authorized Users. Subscriber may permit any Authorized Users to access and use the features and functions of the Judo Service as contemplated by this Agreement. Each Authorized User will be assigned a unique user identification name (“User ID”) and password and/or other authentication mechanism for access to and use of the Judo Service. User IDs cannot be shared or used by more than one Authorized User at a time.
  • Limitations. Subscriber will not, and will not permit any Authorized User or other party to: (a) knowingly interfere with or disrupt the integrity or performance of the Judo Service or the data contained therein; (b) reverse engineer, disassemble or decompile any component of the Judo System; (c) sublicense any of Subscriber’s rights under this Agreement, or otherwise use the Judo Service for the benefit of a third party or to operate a service bureau; (d) modify, copy or make derivative works based on any part of the Judo System; or (e) otherwise use the Judo Service in any manner that exceeds the scope of use permitted under the subsection titled Subscription to the Judo Service. Subscriber acknowledges and agrees that the Judo Service will not be used, and are not licensed for use, in connection with any of Subscriber’s time-critical or mission-critical functions.
  • Protected Files. The Judo Service enables end users to designate certain files on their computers, networks and systems to be encrypted (each, a “Protected File”). By design, these Protected Files remain on the Subscriber’s systems, and are not transmitted to the Judo Service. Subscriber is and shall remain the sole and exclusive owner of Protected Files. You agree not to transmit or upload any Protected Files to the Judo Services without the prior written consent of Judo.
  • Support. Subject to the terms of this Agreement, Judo shall use commercially reasonable efforts to (a) maintain the security of the Judo Service; (b) use commercially reasonable efforts to make the Judo Service available in accordance with historic uptimes; and (c) if applicable fees have been paid, provide commercially reasonable online, email and/or telephone support during Judo’s normal business hours (excluding U.S. federal holidays).
  • ownership. Subscriber acknowledges that Judo retains all right, title and interest in and to the Judo System, Documentation and all software and all Judo proprietary information and technology used by Judo or provided to Subscriber in connection with the Judo Service (the “Judo Technology”), and that the Judo Technology is protected by Intellectual Property Rights owned by or licensed to Judo. Other than as expressly set forth in this Agreement, no license or other rights in the Judo Technology are granted to Subscriber. Subscriber hereby grants to Judo a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Judo Service any suggestions, enhancement requests, recommendations or other feedback provided by Subscriber, including Users, relating to the Judo Service. Judo shall not identify Subscriber as the source of any such feedback.
  • Fees and Expenses; payments
  • Fees. In consideration for the access rights granted to Subscriber and the services performed by Judo under this Agreement, Subscriber will pay to Judo the fees as required by a particular Order Form. Except as otherwise provided in an Order Form, all fees are billed in advance and are due and payable to Judo within thirty (30) days of receipt of invoice. Judo shall be entitled to (in addition to any other rights or remedies Judo may have) discontinue the Judo Service and suspend all Authorized Users’ and Subscriber’s access to the Judo Service if any fees are overdue until such amounts are paid in full.
  • Taxes. The fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Subscriber will be responsible for payment of all such taxes (other than taxes based on Judo’s income), fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of access to the Judo Service to Subscriber. Subscriber will make all payments of fees to Judo free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of fees to Judo will be Subscriber’s sole responsibility, and Subscriber will provide Judo with official receipts issued by the appropriate taxing authority, or such other evidence as the Judo may reasonably request, to establish that such taxes have been paid. Subscriber shall indemnify and defend Judo in connection with any proceedings brought by any taxing authorities in connection with this Agreement.
  • Interest. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.
  • Warranties and Disclaimers
  • Limited Warranty. Judo warrants to Subscriber that the Judo Services, when used as permitted by Judo and in accordance with the Documentation, will substantially conform to the Documentation during the term of the Agreement. Provided that Subscriber notifies Judo in writing of any breach of the foregoing warranty during the term hereof, Judo shall, as Subscriber’s sole and exclusive remedy, use commercially reasonable efforts to repair/fix the Judo Services, at Judo’s sole cost and expense. This warranty gives Subscriber specific legal rights, and Subscriber may also have other rights which vary from jurisdiction to jurisdiction.
  • Disclaimer. THE LIMITED WARRANTY SET FORTH IN THIS SECTION IS MADE FOR THE BENEFIT OF SUBSCRIBER ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Judo Service, Judo System and documentation ARE PROVIDED “AS IS,” AND Judo MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE Judo Service, Judo System OR documentation (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO SUBSCRIBER BY Judo. Judo DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE Judo Service and Judo System SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
  • Limitation of Liability
  • Types of Damages. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, NEITHER Judo NOR ITS SUPPLIERS SHALL BE LIABLE TO SUBSCRIBER FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH Judo’S PERFORMANCE HEREUNDER OR THE USE, MISUSE, OR INABILITY TO USE THE Judo Service, Judo System OR documentation OR OTHER PRODUCTS OR SERVICES HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF Judo HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES.
  • Amount of Damages. THE MAXIMUM LIABILITY OF Judo ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY SUBSCRIBER TO Judo DURING THE SIX (6) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL Judo’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE Judo’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF Judo OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO SUBSCRIBER.
  • Basis of the Bargain. The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
  • Confidentiality
  • Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure.
  • Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Subscriber) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Judo). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.
  • Exceptions. The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
  • Indemnification
  • By Judo. Judo will defend at its expense any suit brought against Subscriber, and will pay any settlement Judo makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Judo Service or Judo System infringes, misappropriates or violates any U.S. Intellectual Property Rights. If any portion of the Judo Service or Judo System becomes, or in Judo’s opinion is likely to become, the subject of a claim of infringement, Judo may, at Judo’s option: (a) procure for Subscriber the right to continue using the Judo Service or Judo System; (b) replace the Judo Service or Judo System with non-infringing software or services which do not materially impair the functionality of the Judo Service or Judo System; (c) modify the Judo Service or Judo System so that it becomes non-infringing; or (d) terminate this Agreement and refund any fees actually paid by Subscriber to Judo for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the Judo Service, Judo System, and Documentation. Notwithstanding the foregoing, Judo shall have no obligation under this section or otherwise with respect to any infringement claim based upon (w) any use of the Judo Service or Judo System not in accordance with this Agreement or as specified in the Documentation; (x) any use of the Judo Service or Judo System in combination with other products, equipment, software or data not supplied by Judo; or (y) any modification of the Judo Service or Judo System by any person other than Judo or its authorized agents. This subsection states the sole and exclusive remedy of Subscriber and the entire liability of Judo, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
  • Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
  • Term And Termination
  • Term. This Agreement commences on the Effective Date and remains in effect until all Order Forms have expired or been terminated. Unless otherwise set forth in the Order Form: (a) each Order Form will have a term of one (1) year; and (b) each Order Form shall be automatically renewed for consecutive one (1) year terms unless either party provides written notice to the other of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term.
  • Termination. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
  • Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate; (b) within ten (10) days after the effective date of termination, each party shall comply with the obligations to return all Confidential Information of the other party, as set forth in the section titled Confidentiality; and (c) within ten (10) days after the effective date of termination, Judo shall discontinue all use of Subscriber Content and destroy all copies of Subscriber Content in its possession. The sections and subsections titled Definitions, Limitations, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, and Miscellaneous will survive expiration or termination of this Agreement for any reason.
  • Miscellaneous
  • Modification of Terms. Judo may modify this Agreement from time to time. When Judo makes any changes to this Agreement, Judo will post a new copy of this Agreement at www.judosecurity.com/terms, and/or provide Subscriber with written notice of any changes by email. Subscriber is solely responsible for maintaining an up-to-date email address with Judo.
  • Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Washington, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Subscriber hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Judo’s principal place of business is located for any lawsuit filed there against Subscriber by Judo arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Subscriber shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Judo Service, Judo System or Documentation.
  • Export. Subscriber agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Judo, or any products utilizing such data, in violation of the United States export laws or regulations.
  • Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Without limiting the generality of the foregoing, Subscriber agrees that the section titled Limitation of Liability will remain in effect notwithstanding the unenforceability of any provision in the subsection titled Limited Warranty.
  • Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  • Remedies. Except as provided in the sections titled Limited Warranty and Indemnification, the parties’ rights and remedies under this Agreement are cumulative. Subscriber acknowledges that the Judo Service, Judo System or Documentation contain valuable trade secrets and proprietary information of Judo, that any actual or threatened breach of the sections titled Intellectual Property or Confidentiality or any other breach by Subscriber of its obligations with respect to Intellectual Property Rights of Judo will constitute immediate, irreparable harm to Judo for which monetary damages would be an inadequate remedy. In such case, Judo will be entitled to immediate injunctive relief without the requirement of posting bond, including an order that any software, Documentation, or any portions thereof, that Subscriber attempts to import into any country or territory be seized, impounded and destroyed by customs officials. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
  • No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other party. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns.
  • Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
  • Independent Contractors. Subscriber’s relationship to Judo is that of an independent contractor, and neither party is an agent or partner of the other. Subscriber will not have, and will not represent to any third party that it has, any authority to act on behalf of Judo.
  • Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the first page of the Agreement by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.
  • Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
  • Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Subscriber and the Judo.