Privado Online Subscription Terms

THESE ONLINE SUBSCRIPTION TERMS FORM A BINDING AGREEMENT BETWEEN PRIVADO INC. (“PRIVADO”, “WE”, “OUR”) AND THE ENTITY OR PERSON (“CUSTOMER”, “YOU”, “YOUR”) THAT COMPLETES AN ORDER FORM OR OTHERWISE USES THE SERVICES.

PRIVADO OFFERS VARIOUS INTERNET-ACCESSIBLE PRIVACY MANAGEMENT SERVICES, INCLUDING CODE ANALYSIS, DATA MAPPING, COOKIE MANAGEMENT, AND OTHER PRIVACY-RELATED FUNCTIONALITIES, HOSTED ON THE CLOUD (“SERVICES”) THROUGH ITS PROPRIETARY SOFTWARE PLATFORM (“SOFTWARE”). THESE SERVICES ARE PROVIDED ON A SOFTWARE-AS-A-SERVICE (“SAAS”) BASIS AND MAY INCLUDE ENHANCEMENTS OR ADDITIONAL FEATURES AS DESCRIBED IN THE APPLICABLE ORDER FORM.  

BY EXECUTING AN ORDER FORM OR BY USING ANY PART OF THE SERVICES, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS.

PRIVADO AND CUSTOMER ARE EACH REFERRED TO AS A “PARTY” AND COLLECTIVELY AS THE “PARTIES.”

1. DEFINITIONS

• “Affiliate(s)” shall mean any corporation, association, or other entity that directly or indirectly owns, is owned by, or is under common ownership with either Party, respectively, either currently or during the validity of these Terms.
• “Customer Content” shall mean all data created by or in any way originating with Customer, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the Customer, whether such data or output is stored on the Customer’s hardware, Privado’s hardware, or exists in any system owned, maintained, or otherwise controlled by the Customer or by Privado. Customer Content refers primarily to Customer’s code and data elements that the Software will scan.
• “Documentation” shall mean any accompanying documents, content, data, user guides, online help, release notes, training materials, provided by Privado to the Customer along with the Software.
• “Enhancement(s)” shall mean any modification, update, upgrade or addition to the Software that, when made or added to the Software, and its modules currently being used by the Customer, provides minor functionality change or improvements to the Software but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Privado to all its customers as a part of their Subscription to the Software.
• “Error(s)” shall mean any verifiable and reproducible failure or inability of the Software to perform any material functions set forth in the Documentation due to any programming defect in the Software, when used by the Customer as specified under these Terms or the Documentation by Privado. The term “Error”, shall however, not include any failure or inability of the Software that (i) results from the misuse or improper use of the Software, (ii) does not materially affect the operation and use of the Software, (iii) results from any modification to the Software that is not Privado authorized change, (iv) results from any cause beyond reasonable control of Privado, including third party cloud environment, hardware, software, firmware, malicious code like virus, trojan or malware.
• “Fee(s)” shall mean fees paid by the Customer to avail the Subscription as set forth in the applicable Order Form.
• “Fix(es)” shall mean any modification or addition to the Software that, when made or added to the solution or modules currently being used by the Customer, corrects Errors but does not change overall utility, functional capability, or application, where such modifications or additions are generally made available by Privado to all its customers.
• “Order Form” means a written or electronic ordering document executed by the Parties that references these Terms and sets forth the scope, pricing, and duration of the Subscription.
• “Subscription” means the limited, non-exclusive, non-transferable (except as expressly permitted under these Terms), revocable, and non-sublicensable right for Customer and its Users to access and use the Services via the Software, during the Subscription Term, as specified in the applicable Order Form.
• “Subscription Term” shall have the meaning ascribed to it under Clause 15 of these Terms.
• “Terms” shall mean these Terms, in addition to any amendments to these Terms.
• “User(s)” shall mean any Customer employee, contractor, supplier or any other user of the Software and Services (on a SaaS basis) and shall not include a Visitor.
• “Visitor(s)” shall mean an individual who visits Privado’s website that is not a User.

2. SUBSCRIPTION

• Grant of Subscription: During the Subscription Term (defined below),subject to the payment of Fees set out in the applicable Order Form, and Customer’s and User’s compliance with the restrictions set out in Section 3, Privado hereby grants Customer, Subscription to the Software as defined in Section 1(h) along with the Uptime Commitment and Support Services as described in Annexure B.
• Delivery: The Software (including any Enhancements) shall be electronically transmitted by Privado via the internet and made available to the Customer on a SaaS basis.
• Compliance with Laws: Privado shall comply with all applicable laws as they concern this Agreement or the subject matter hereof, including by securing and maintaining all required and appropriate visas, work permits, business licenses, and other documentation and clearances necessary for performance of the Services and use of the Software.

3. RESTRICTIONS

• The Customer, itself shall not and shall ensure that its Users, or its associated third parties do not, directly or indirectly:
  
  1. copy, modify, adapt, translate, reverse engineer, attempt to recover the source code, underlying structures, algorithms, decompile, disassemble, alter, reproduce or otherwise make any changes to the Software or the Services create any derivative works thereof,
  2. use the Software or the Services in any manner to provide time-sharing, benchmarking or other computer services to third parties, except as expressly provided herein,
  3. use the Software or the Services, or allow the transfer, transmission, export, or re-export of the Software or Documentation or portion thereof, in violation of any applicable laws or regulations,
  4. provide access of Software to the Users other than via Customer’s Subscription herein,
  5. allow the Software to be used for applications/instances, in excess of the Subscription granted by Privado,
  6. use the Software or the Services to develop any competing or similar product,
  7. use any of the Software’s components, add-ons, files, modules, externals, contents, including associated license material, separately from the Software,
  8. use the Software or the Services with any unsupported software or hardware in any manner not recommended by Privado (as described in the applicable Documentation provided by Privado).
• The Customer shall have no rights over the Software or Services, other than as specifically granted herein. All rights not specifically and unequivocally granted to the Customer are reserved by Privado.

4. THE CUSTOMER’S RESPONSIBILITIES

• Account Management: The Customer shall be solely responsible for managing its administrative account, used to avail the Subscription (the “Account”) and updating the same from time to time. Users may be required to register with Privado and enter account information that may include, but not be limited to, their email address, phone number, etc. on the Software. This account management will be facilitated through an administrator appointed by the Customer. Customer shall ensure that the Users shall provide accurate, complete, and updated registration information. Failure to do so that is not timely cured after notification from Privado may result in termination of such User’s account. The Customer shall be responsible for maintaining the confidentiality of User's account and password and shall, at all times, be compliant with these Terms.
• Content Transmitted by Customer: The Customer acknowledges that Privado exercises no control over the content of the information transmitted by the Customer or the Users through the Software or the Services.
• Unauthorized Use; False Information: The Customer shall: (i) notify Privado promptly of any known unauthorized use of any password or user id or any other known or suspected breach of security in relation to the Software or the Services, (ii) report to Privado immediately and use reasonable efforts to stop any unauthorized use of the Software and/or the Services, that is known or suspected by the Customer or any Users, and (iii) not provide false identity information to gain access to or use the Software and/or the Services.
• Access: For Subscription, in addition to providing the log-in credentials of the Users, Customer shall ensure that the Users abide by these Terms at all times while accessing the Software and availing the Services. The Customer shall be solely responsible for the acts and omissions of the Users. Privado shall not be liable for any loss of data or functionality, caused directly or indirectly by the Users, in breach of these Terms.
• Customer Content. The Customer is solely responsible for collecting, entering and updating all the Customer Content uploaded on, accessed using, or processed through the Software and/ or the Services and for the content contained therein. Customer acknowledges and agrees that Privado uses certain third-party tools for analytical purposes and, subject to Privado’s obligations of confidentiality under these Terms, may use anonymized usage and analytical data derived from processing Customer Content and from tracking Customer’s usage of the Subscription where such data are aggregated with like data from other Customers (collectively “Usage Data”) for its internal business purpose including but not limited to research, analytics, and improvement of the Services, provided that Customer and its Users cannot be identified with or in such Usage Data, and provided that any third parties with access to Customer Content or Usage Data are under obligations of confidentiality and use as set forth in these Terms and may only have such access to support Privado and not for the benefit of such third parties.

5. REPRESENTATION AND WARRANTY OF PRIVADO

Privado represents and warrants to Customer that:

• Privado has, and throughout the Term and any additional periods during which Privado does or is required to perform the Services will have, the unconditional and irrevocable right, power, and authority to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement;
• neither Privado’s grant of the rights or licenses hereunder nor its performance of any Services or other obligations under this Agreement does or at any time will: (i) conflict with or violate any applicable Law, including any Law relating to data privacy, data security, or Personal Information; (ii) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or (iii) require the provision of any payment or other consideration by Customer or any User to any third party, and Privado shall promptly notify Customer in writing if it becomes aware of any change in any applicable Law that would preclude Privado’s performance of its [material] obligations hereunder;
• as accessed and used by Customer or any User in accordance with this Agreement, the Subscription and Documentation, provided by Privado under this Agreement will not infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any third party;
• the Services and Software will materially conform with the Documentation, Privado will not materially decrease the functionality or features of the Services and Software, and Privado will use commercially reasonable efforts to keep the Documentation current, complete and accurate.
• Intentionally Omitted.
• Privado shall employ commercially reasonable industry-standard virus detection methodologies and will not knowingly introduce any viruses and other sources of network corruption in the Software and Services; and
• Privado will perform all Services in a professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using Privado Personnel with the requisite skill, experience, and qualifications, and shall devote adequate resources to meet its obligations under this Agreement.
• The Customer hereby acknowledges and agrees that in entering into these Terms, the Customer has had recourse to its own skill and judgment to check the applicability of the Software and to validate if the Services and Software are suitable for the task for which the Customer intends them to be used, and has not relied on any representations made by Privado or any of its employees or agents (other than those set forth in these Terms).

6. FEES

• Except as explicitly provided under the Agreement, all Fees are non-cancellable and non-refundable.
• Fees for each Subscription must be paid in advance, unless the applicable Order Form expressly states otherwise. A Subscription will not commence (or renew) until the associated Fees have been received in full, except where Privado has agreed in writing to alternative payment terms.
• If a Subscription renews, Customer must pay the renewal Fees by the due date specified in the relevant Order Form. Privado may suspend the Subscription if any renewal Fees are not paid when due.
• In addition to the foregoing, payment of all Fees for Professional Services shall be made within thirty (30) days of the date of invoice by the Customer.
• All Fees and charges under these terms or any Order Form shall be exclusive of taxes and shall be borne by the Customer.
• The Subscription shall begin only upon the payment of the Fees. In the event there is a delay of thirty (30) days or more in the payment of the Fees by the Customer for Subscription for the Renewal Term, as the case may be, Privado shall be entitled to charge interest @1.5% per month for such unpaid Fees, calculated from the date the payment for such Fees became due. Privado reserves the right to suspend the Subscription and Services if any Fees remain unpaid.

7. HYPERLINKS

The Software may, from time to time, contain hyperlinks to other websites, including Privado’s external knowledge base. Such links are provided for convenience only and Privado takes no responsibility for the content and maintenance of or privacy compliance of any linked website. Any hyperlink on the Software to another website does not imply Privado’s endorsement, support, or sponsorship of the operator of that website nor of the information and/or services which it provides. Privado is not a party to any transaction between Customer and such website.

8. PRIVACY & SECURITY

We care about the privacy of the Users and Visitors and the integrity and security of the Users’ and Visitors’ personal information. Personal information, if any, collected by us, in furtherance of the Subscription, is subject to and governed by the terms of the Data Processing Addendum (“DPA”) available at https://www.privado.ai/data-processing-addendum or executed between the Customer and Privado. The DPA sets out how Privado will process personal information on Customer’s behalf in connection with the Subscription provided to Customer under these Terms. Visitors’ (to Privado’s website) personal information, if any, collected by Privado, in such regard, is subject to and governed by Privado’s Privacy Policy located at https://www.privado.ai/privacy-policy.

9. DISCLAIMER OF WARRANTY

EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 5 (REPRESENTATION AND WARRANTIES OF PRIVADO) OF THIS AGREEMENT, THE SUBSCRIPTION, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, CONDITIONS, WARRANTIES OR COVENANTS WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY EXPRESS, STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY OR ARISING OTHERWISE IN LAW OR EQUITY OR COVENANT, BASED ON A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. PRIVADO DOES NOT WARRANT THAT THE SUBSCRIPTION OR THE FUNCTIONS CONTAINED IN THE SOFTWARE AS A SaaS OR SERVICES OFFERED THERETO WILL MEET THE CUSTOMER’S OR USERS’ REQUIREMENTS, THAT THE OPERATION OF ANY OF THE SOFTWARE WILL BE UNINTERRUPTED OR THE SERVICES WILL OPERATE IN COMBINATION WITH THE CUSTOMER’S OR USERS’ CONTENT, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY PRIVADO. THE CUSTOMER ACKNOWLEDGES THAT PRIVADO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.

10. INTELLECTUAL PROPERTY RIGHTS

• Any and all ownership rights to the Services, Software, Documentation, Enhancements, and branding thereof, including intellectual property rights such as copyrights, trademarks, service marks and patents therein are the sole and exclusive property of Privado. These Terms does not grant the Customer or any Users, any rights, title and interest in and to Software, the Services, Documentation, its contents, and branding thereof including Privado’s intellectual property rights, except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to the Customer or any Users are reserved.
• From time to time, the Customer may provide feedback, suggestions, requirements or recommendations (“Feedback”) regarding the Software or the Services. The Customer hereby assigns to Privado, all right, title and interest to such Feedback and an exclusive right to create any developments based on such Feedback. Feedback excludes any of Customer Confidential Information and is provided “as is” without warranty of any kind. Notwithstanding the foregoing, Customer retains rights to use any such Feedback for its own internal purposes.
• As between Privado and the Customer, the Customer shall retain title to and all ownership rights in the Customer Content, including all intellectual property rights, in the Customer Content and Customer’s Software. The Customer shall grant to Privado a worldwide, non-exclusive and non-transferable limited-term license during the Subscription Term to host, copy, transmit, analyse, process, store, and configure the Customer Content, solely as necessary to provide the Services to the Customer or for the functioning of the Software as needed to provide such Services to the Customer. These Terms do not grant Privado or any other party, any rights, title and interest in and to the Customer Content or Customer’s intellectual property rights, except where expressly and unequivocally licensed herein. Any rights not expressly and unequivocally granted to Privado are reserved.
• The Customer acknowledges and agrees the Software may generate certain reports (the “Reports”) with the use of the Customer Content provided by the Customer, while availing the Services. All intellectual property rights in all such Reports generated during the provision of Services pertaining to the Software or the Services shall vest solely with the Customer.

11. CONFIDENTIALITY

• “Confidential Information” shall mean information disclosed by one Party to the other and which includes, without limitation the Software, Documentation, Enhancements, Fixes, financial, business, technical and marketing information, business plans, methods, processes, inventions, techniques, designs, data, know-how, ideas, concepts, strategies, trade secrets and the Services and such other information. Confidential Information does not include information which: (i) is in the public domain without disclosure by the receiving Party and without breach of any agreement or confidentiality obligation; (ii) was known to the receiving Party at the time such disclosure was made, or becomes known to the receiving Party without breach of any confidentiality agreement; (iii) is independently developed by either Party without violating any confidentiality obligations stated herein or access or use of the other Party’s Confidential Information, as evidenced by written records. Notwithstanding the above, Customer Content, including but not limited to the source code and data elements therein, and the Reports, are Customer’s Confidential Information.
• The receiving Party shall only use the Confidential Information for the purpose, for which it is disclosed. Furthermore, the receiving Party shall keep Confidential Information and data received from the disclosing Party, in strict confidence and shall not disclose it to any third parties, except to a limited group of receiving Party’s directors, officers, agents, authorized representatives on a need-to-know basis who are under obligations of confidentiality regarding the Confidential Information. If a receiving Party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Confidential Information, the receiving Party shall give the disclosing Party prompt notice of such request so that disclosing Party may seek an appropriate protective order or similar protective measure. Upon the disclosing Party's written request the receiving Party shall, at the disclosing Party's expense, cooperate with the disclosing Party in seeking such order or similar protective measure. If the receiving Party is nonetheless compelled to disclose the Confidential Information, the receiving Party shall disclose only that portion of the Confidential Information, which the receiving Party is legally required to disclose.
• Upon request by the disclosing Party, the receiving Party shall immediately return to the disclosing Party, all Confidential Information disclosed by the disclosing Party and all copies thereof. All such information shall be and shall remain the sole property of the disclosing Party.
• The confidentiality obligations stated herein shall survive for a period of five (5) years from the date of the termination or expiration of these Terms. Notwithstanding the foregoing, this five-year period shall not apply to the following Confidential Information for which confidentiality obligations survive until such Confidential Information falls under any of the exceptions in Section 11(a)(i)-(iii) above: each Party’s trade secrets; Customer code and Customer data elements; Customer Content; communications and correspondence between the Parties; and Customer’s company information that is not released to the public including its business plans and financial information.
• The receiving Party agrees that any violation of the confidentiality obligations will cause irreparable injury to the disclosing Party, entitling disclosing Party to obtain injunctive relief in addition to all legal remedies.
• Privado shall be liable to a penalty of 12 months of the fees for subscription paid by the Customer under these Terms for any breach of the confidentiality obligation. Payment of the contractual penalty, if any, shall not release Privado from further fulfillment of the present obligations. The Customer reserves the right to assert claims for damages against Privado.

12. INDEMNITY

• To the extent solely and directly attributable to Privado, Privado shall indemnify, defend, and hold harmless Customer, its directors, officers, employees, representatives, and its Affiliates (“Customer Indemnitees”) from and against any and all losses, damages, liabilities, reasonable costs, including reasonable attorneys’ fees, (”Losses”) incurred by Customer Indemnitees directly resulting from any third-party claim, suit, action, or proceeding (”Third-Party Claim”) (i) relating to Privado’s breach of or violation of applicable laws and regulations, (ii) that Privado’s Software, or Customer’s lawful use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, (iii) relating to any breach by Privado of its confidentiality obligations. Privado shall not be liable to indemnify the Customer to the extent the Losses or Third-Party Claim arise out of or are attributable to: (i) Customer’s unauthorized use of the Software or Services; or (ii) Use of the Software or Services in a manner not specified under the Documentation; ( iii) any modifications made by the Customer to the Software or Services that are not approved by Privado.
• If such Third-Party Claim for intellectual property infringement or misappropriation is made or appears possible, Customer agrees to permit Privado, at Privado’s sole expense and discretion, to (i) modify or replace the intellectual property, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Customer to continue use. If neither of these alternatives is commercially reasonable, Privado may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, provided that Privado refund any paid fees for Services not provided for such terminated component or part or unused Subscription term, as applicable, and further provided that if the terminated component or part is not subject to a separable fee or is a material component or part of the Services, then such refund shall be for all the Services for the period the Services are not provided .
• To the extent solely and directly attributable to Customer, the Customer shall indemnify, hold harmless and defend Privado, its directors, officers, employees, representatives, and its Affiliates (“Privado Indemnitees”) from and against any and all Losses incurred by Privado Indemnitees directly resulting from any Third Party Claim (i) relating to the Customer’s or Users’ breach of or violation of applicable laws and regulations, (ii) relating to Customer’s or Users’ use of the Software or the Services other than as permitted under these Terms, (iii) relating to any breach by the Customer of its confidentiality obligations, (iv) that the Customer Content when used by Privado as permitted under these Terms infringes any patent, copyright or trademark or misappropriates any trade secret of such third party, or (v) made against Privado for accessing the personal data of the Users.
• A Party’s obligations under this Section 12 (Indemnification) are conditioned on (a) the indemnified Party giving the indemnifying Party prompt notice of the claim; (b) the indemnified Party giving the indemnifying Party sole control of the defense and all negotiations for its settlement or compromise (provided that this does not require any admission of guilt or liability by the indemnified Party); and (c) the indemnified Party providing the indemnifying Party with reasonable assistance, at the indemnifying Party’s expense. The indemnified Party may, at its own cost, engage counsel of Its choice.

13. LIMITATION OF LIABILITY

• SUBJECT TO SECTION 13(B) BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, HOWSOEVER CAUSED, IN CONNECTION WITH THESE TERMS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND (II) THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)) HEREUNDER FOR ALL DAMAGES, UNDER OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO TWELVE MONTHS OF THE FEES FOR SUBSCRIPTION PAID BY THE CUSTOMER UNDER THESE TERMS. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES IN THIS CLAUSE 13 FORM AN ESSENTIAL BASIS OF THESE TERMS AND SHALL APPLY, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED WARRANTY OR REMEDY HEREIN.
• THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 13 (LIMITATION OF LIABILITY) SHALL NOT APPLY TO: (I) THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED UNDER APPLICABLE LAW; (II) LOSSES ARISING OUT OF OR RELATING TO A PARTY’S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER SECTION 8 (PRIVACY AND SECURITY) OR SECTION 11 (CONFIDENTIALITY); (III) IN THE CASE OF A PARTY’S INDEMNIFICATION OBLIGATION; AND (IV) LOSSES FOR DEATH, BODILY INJURY, OR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY ARISING OUT OF OR RELATING TO A PARTY’S NEGLIGENT OR MORE CULPABLE ACTS OR OMISSIONS.

14. INSURANCE

• Required Coverage. At all times during the Term and for a period of one year thereafter, Privado shall procure and maintain, at its sole cost and expense, all insurance coverage required by applicable law, and in any event insurance coverage in the following types and amounts: (a) Commercial General Liability with limits no less than $1,000,000 per occurrence and $1,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability, which policy will include contractual liability coverage insuring the activities of Privado under this Agreement; (b) Technology Errors and Omissions Liability Insurance with a limit of not less than $1,000,000 per claim, which insurance shall include, at a minimum, coverage for liabilities arising from errors, omissions, or negligent acts in rendering or failing to render such services and products, computer or information technology services and technology products; (c) Privacy and Network Security (Cyber) insurance, in an amount not less than $1,000,000 per claim, which insurance shall include, at a minimum, protection for privacy breach, system breach, denial or loss of service, introduction, implantation, or spread of malicious software code, and unauthorized access to or use of computer systems; and (d) Umbrella Liability Insurance coverage of not less than $1,000,000 per claim.
• Coverage. To the extent any insurance coverage required under this Section 14 is purchased on a “claims-made” basis, such insurance shall cover all prior acts of Privado during the Term and any additional periods during which Privado does or is required to provide the Software and Services, and such insurance shall be continuously maintained until at least four years beyond the expiration or termination of the Term, or Privado shall purchase “tail” coverage, effective upon termination of any such policy or upon termination or expiration of the Term, to provide coverage for at least four years from the occurrence of either such event.
• Non-Waiver. This Section 14 is not intended to and shall not be construed in any manner as to waive, restrict, or limit the liability of either party for any obligations under these Terms (including any provisions hereof requiring a party to indemnify, defend, and hold harmless the other party).

15. TERM AND TERMINATION

• The Subscription starts on the “Start Date” in the applicable Order Form and runs for the “Payment Term” (the “Initial Subscription Term”).
• Either Party may terminate the Subscription, in the event that (i) the other Party is in default of any of its material obligations hereunder and such default is not remedied within thirty (30) days of receipt of written notice thereof, or (ii) immediately, if the other Party is adjudicated bankrupt or becomes insolvent, makes any assignment for the benefit of creditors, proceedings are instituted by the other Party seeking relief, reorganization or rearrangement under any laws relating to insolvency, bankruptcy or similar laws of any jurisdiction, a receiver, liquidator or trustee is appointed in respect of any property or assets of the other Party or an order is made for the liquidation, dissolution or winding up of the other Party.
• Upon the expiry of the Subscription Term or any termination of the Subscription, the Customer’s Subscription to the Software and the Services, shall immediately cease and at Privado’s discretion, the Customer will return/ delete/ destroy any materials (including any Confidential Information) provided by Privado to the Customer.

16. INTERPRETATION

These Terms will, in all events, be construed as a whole, according to their fair meaning, and not strictly for or against a Party, merely because that Party (or the Party's legal representative) drafted these Terms. The headings, titles, and captions contained in these Terms are merely for reference and do not define, limit, extend, or describe the scope of these Terms or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in these Terms includes the masculine, feminine, and neutral, and (b) the word "including" means "including, without limitation”.

17. FORCE MAJEURE

• Except for the obligation of the Customer to pay the Fees for Services that have been provided, in any event or circumstances beyond the control of a Party which cannot (a) by the exercise of reasonable diligence, or (b) despite the adoption of reasonable precaution and/or alternative measures be prevented, or caused to be prevented, and provided that the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and which materially and adversely affects a Party’s ability to perform obligations under these Terms, including but not limited to:
  1. Acts of God i.e. fire, drought, flood, earthquake, and other disasters;
  2. Epidemics, pandemics, explosions or accidents;
  3. Demonetization and other government policy changes; or
  4. Quarantine situations, governmental orders, lockdowns, strikes or lockouts;

the Parties will not hold each other liable for their non-performance of its obligations as set out in these Terms. Either Party shall have a right to suspend or terminate these Terms in case such force majeure conditions persist for a period exceeding sixty (60) days. During the period of any Force Majeure Event experienced by Privado that impacts the provision of the Software or Services to Customer, Customer’s payment obligations shall be suspended for such same period.

18. SEVERABILITY

If any provision of these Terms are determined to be invalid, illegal or unenforceable in any respect, including because of the duration thereof, the area covered thereby, or the types of activities restricted thereby, by a court of competent jurisdiction (a) the validity, legality or enforceability of the remaining provisions contained herein shall not, in any way be affected or impaired thereby, and (b) the court of competent jurisdiction making such determination shall have the power to reduce the duration and/or area of such provisions or types of activities restricted and/or to delete specific words or phrases and in its reduced form, such provision shall then be enforceable. The Parties may, acting in good faith, adopt any and all actions required to cause such invalid, illegal and unenforceable provision to be validated and enforced, or, alternatively, to reach an agreement in relation to said null provision whereby each of the Party receives, as far as possible, substantially the same benefits and obligations based on valid provisions, provided that these Terms are not enforced in a form that materially affects the commercial agreement between the Parties.

19. ASSIGNMENT AND DELEGATION

Neither Party may assign its rights or delegate its obligations under these Terms except in conjunction with the sale of all or substantially all its assets, or divestiture, merger or amalgamation, or to its Affiliate. Any unauthorized assignment, transfer, or delegation is void. Privado shall be entitled to engage independent contractors or subcontractors to perform portions of its obligations on behalf of Privado, provided that such contractors and subcontractors comply with these Terms and that Privado shall be fully responsible for their performance and such compliance.

20. PUBLICITY

Neither party shall use the other Party’s name or logo for promotional purposes or any other purpose or otherwise publicly announce or comment on these Terms, without the other Party’s prior written consent.

21. WAIVER

Failure to exercise, or any delay in exercising, any right or remedy provided under these Terms shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall preclude or restrict the further exercise of that or any other right or remedy.

22. GOVERNING LAWS

These Terms and all rights and obligations under these Terms shall, in all respects, be governed by and construed and enforced in accordance with the laws of Delaware and the courts of Delaware shall have the exclusive jurisdiction to adjudicate any subject matter under these Terms.

23. NON-COMPETE

The Customer shall not create any software, solutions or services thereof, where such platform, solution or services are the same or substantially similar to the Software or Services.

24. ORDER OF PRECEDENCE

If there is any conflict between an invoice duly raised by Privado and these Terms, then these Terms will govern for all purposes.

25. NOTICES

All notices and other communications required or permitted to be given under the provisions of these Terms shall be in writing (which term includes electronic mail or email) in English language and shall be deemed to be received upon the earlier of: (i) delivery, if by hand; or (ii) upon receipt, if sent by mail (followed by a registered mail, return receipt requested, postage prepaid) or by an internationally recognized courier service or (iii) addressed to the intended recipient at his/her email address, to the following persons at the following addresses or email addresses, or to such other persons at such other addresses or email addresses as any Party may request by notice in writing to the other Party to this Agreement. All such notices to Privado shall be addressed to:

Name: Legal Team
Address: 8 The Green, Dover DE, 19901 US
Attention: Mr. Vaibhav Antil
Email: legal@privado.ai

26. INDEPENDENT CONTRACTOR

The Parties are independent contractors and none of their personnel or sub-contractors are agents, representatives or employees of any other Party. No Party owes a fiduciary duty to any other Party. No Party shall have the authority to bind or make any representations on behalf of any other Party, and no Party shall hold itself out as such or knowingly permit another to rely on such belief.

27. SURVIVAL

If the Subscription is terminated in accordance with these Terms hereof, these Terms shall become void and of no further force and effect and neither Party shall have any right or obligation or liability to the other Party under these Terms, provided however that, the provisions which are necessary to survive, to give effect to the essential purpose of these Terms, shall survive the termination of such Subscription, without limit in time. Further, the rights and obligations of the following sections shall survive: 8 (Privacy & Security, for so long as Privado has copies of Customer Content or other Customer or User Data, or any personal data obtained from Customer or Users), 10 (Intellectual Property Rights), 11 (Confidentiality), 12 (Indemnity), 13 (Limitation of Liability), and 14 (Insurance).

28. ENTIRE TERMS

These Terms, together with any applicable Order Form, constitute the entire agreement between the Parties and supersede any prior understanding or representation of any kind preceding the date of these Terms, and may not be amended, supplemented, varied or otherwise changed, except in writing. In the event of any conflict between these Terms and an Order Form, the Order Form shall govern solely with respect to the specific Subscription, pricing, or commercial details set out therein. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of these Terms. Each Party acknowledges that, in agreeing to these Terms, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty, other than as expressly set out in these Terms. These Terms may be modified by Privado, at any time, in its sole discretion.

ANNEXURE A - DETAILS OF THE SOFTWARE

1. Software Details: Privado Software analyzes source code, websites, and mobile applications to discover personal-data, detect data-sharing to third parties, and verify adherence to global privacy regulations. The platform is offered in three standalone modules—each available under an independent subscription:
   
   • Privado Code Scanning Platform: Static analysis of Customer source code to identify personal-data elements, data flows, and third-party integrations; enables privacy-by-design enforcement and automatic issue creation.
   • Privado Web Auditor: Automated scanning of live websites to detect consent-banner behaviour, third-party calls, cookie placement, GPP/TCF/TAG compliance, etc.
   • Privado App Auditor: Dynamic analysis of Android and iOS apps to surface SDK usage, network traffic, permission abuse, and privacy-signal handling.
2. Repository: A repository is where the source code is maintained and committed by Customer’s developers.
3. Developers: Privado counts developers (also referred to as “software engineers”) as the number of users who have made one or more commits to a repository which has been scanned and monitored by Privado in the last 90 days. A subscription license for the Privado platform (not including the Dynamic Mobile App & Website Scanning Modules) will be priced based on the number of developers as per the License Costs section below.
4. Website: A Website means each unique URL entered by the Customer into the Privado dashboard for monitoring. Each such entry, regardless of domain or subdomain structure, is treated as a separate Website for pricing and service coverage purposes
5. App: An App means an application developed for either Android or iOS platforms that is registered for monitoring. Each Android or iOS version of an application is treated as a separate Mobile App for pricing and service coverage purposes.
6. Geography: The jurisdiction (e.g., California, Germany, Singapore) from which a Scan is executed, as selected by the Customer while configuring a scan.
7. Scan: Scan means one (1) execution of the Privado Web Auditor, initiated by Customer, that tests a single Website from a single Geography. Each execution is counted separately; accordingly — (a) running the same Website from multiple Geographies, or (b) running multiple Websites from the same Geography — constitutes multiple Scans.
8. Test: A recorded user-journey created by Customer in the Privado platform for the purpose of exercising an App during a Scan. A Test is tied to a single Geography and may represent journeys such as No Action, Reject All, Accept All, Login, Checkout, etc.
9. Initial Subscription Term: 12 months from the Effective Date

ANNEXURE B - UPTIME COMMITMENT AND SUPPORT SERVICES

UPTIME COMMITMENT

“Monthly Uptime Percentage” means the total number of minutes in a month minus the number of minutes of Downtime in such month, divided by the total number of minutes in such month and multiplied by 100.

The “Uptime Commitment” is 99.9%.

"Downtime” means any period of at least ten (10) consecutive minutes during which the Software and Services are unavailable or cannot be used by the Customer, including but not limited to the time the Customer or a User sends a report of an Error with a severity of Critical to Privado to the time of Resolution (implementation of a Fix). Downtime shall not include any windows of three hours or less for Privado’s scheduled maintenance of the Software and Services where the Customer has been notified of such window at least two (2) business days in advance and where such window is outside of Customer’s normal business hours. Downtime also shall not apply to outages that are directly caused by factors outside of Privado’s reasonable control (including external forces affecting the availability of the internet or the Customer’s systems or network), by any Force Majeure Event, by Customer’s or Users’ use of the Services in a manner inconsistent with the Documentation, or by abuses or other actions by the Customer or its Users that violate the Terms.

If Privado does not meet the Uptime Commitment, the Customer shall receive the credits described in the table below (the “Credits”), measured as a percentage of the monthly Subscription Fee.

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Credits shall be applied to the next invoice for the Subscription. For any Credits that remain after the expiration or termination of the Subscription Term, Privado will issue such Credits as a refund to the Customer.

SUPPORT SERVICES

1. Description of Support Services
Subject to the terms of the Agreement, Support Services provided by Privado under this Agreement during the License term shall consist of:

• electronic support in order to help Customer locate and correct Errors in the Software.
• Provision of Fixes to the Errors in order to bring such Software into substantial conformity with the Documentation.
• All the Enhancements to the Software.

2. Service Level Agreements
The following SLAs shall apply for the provision of Support Services definitions shall be applicable only for the purpose of this Annexure B, during the Term:

• “Business Hours” 7am-7pm Eastern Time, Monday to Friday, except Federal public holidays in USA
• · “Respond” means acknowledgement of Error received containing assigned support engineer name, date and time assigned, and severity assignment.

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3. Contact details of Privado's support desk

• Privado provides Support Services during Business Hours.
• Privado only provides email support and scheduled calls using Online Meeting Platforms (such as Go to Meeting, Zoom, Google Meets, Teams Meetings).
• By e-mail: support@privado.ai
• Customer will identify the Error Severity when contacting Privado’s Support Services.

4. Escalation matrix:

In case an Error categorized as ‘Critical’ cannot be solved within the time window set in the SLAs, the Errors must be escalated to

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5. Service Credits

The time the Customer or a User reports an Error with an Error Severity of Critical to Privado Support Services until the time of Resolution (implementation of a Fix) will be counted as Downtime as set forth above. Credits are also addressed above in the Uptime Commitment section of this Annexure B.