MSA Sublime Addendum

Addendum

With respect to the Services offered by Sublime, which are Third Party Products (as such term is defined in the Agreement), Sublime Security, Inc. is a third-party beneficiary to this Addendum and is entitled to the rights and benefits hereunder and may enforce the provisions of this Addendum as if it were a party to the Agreement.

1. INTRODUCTION.

1.1. Acceptance of Terms of Service. Sublime Security, Inc. (" we ," " us" " our" or " Sublime") offers certain email security related services (" Services") through our offerings described in Section 2 below. These Terms of Service govern your access to and use of the Sublime Services. All references to " you" or " your ," means each person who subscribes to any of the Services (a " Customer"). If you use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the terms will be deemed an acceptance by that entity, and "you" and "your" will refer to that entity. Use of our Services is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By using or subscribing to our Services, you represent and warrant that you are eligible.

These Terms of Service include our Privacy Policy, available at https://sublime.security/privacy, which governs our collection and use of personal information. By using our Services, you consent to the terms of our Privacy Policy. Capitalized terms not defined in these Terms of Service have the meanings assigned in our Privacy Policy.

1.2. Account Registration and Security. To access certain Services, you may be asked to create an account with Sublime and provide certain personal details. It is a condition of your use of the Services that all the information you provide is correct, current and complete.

If you choose, or are provided with, a user name, password, API key(s), license key(s), or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using any of your account information. You agree to notify us immediately of any unauthorized access to or use of your account information or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

3. ACCESS TO SERVICES

3.1. Right to Access. Subject to full compliance with these Terms of Service Sublime hereby grants you a limited, personal, non-sublicensable, non-transferable, non-exclusive right to access and use the Services and the related information and documentation available at https://docs.sublimesecurity.com, as may be updated by us from time to time (the " Documentation") during the term of your subscription (if applicable) for your internal business purposes.

3.2. ** Restrictions. ** Except as expressly set forth in these Terms of Service, you shall not (and shall not allow any third party to), directly or indirectly:

3.2.1 reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction);

3.2.2 modify, translate, or create derivative works based on the Services;

3.2.3 copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services;

3.2.4 use the Services for the benefit of a third party or in a manner that infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person;

3.2.5 remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;

3.2.6 use the Services to build an application, service, or product that is competitive with any Sublime application, service, or product;

3.2.7 interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or

3.2.8 bypass any measures Sublime may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services).

You are responsible for all of your activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) onto the Services. You (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (b) shall not use the Services in a manner that violates any third-party intellectual property, contractual or other proprietary rights. You are responsible and liable for all uses of the Services resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service.

3.3. Suspension of Services. Sublime may suspend or limit Customer's access to or use of the Services if (i) Customer's use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Sublime's ability to provide access to the Services to other customers; or (ii) Customer violates any of the restrictions set forth in Section 3.2 above.

In the case of subsection (i) above, (a) Sublime will use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Sublime will use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Sublime will reinstate Customer's use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice. Sublime will use commercially reasonable efforts to provide written notice of any Service suspension to you and to provide updates regarding resumption of access to the Services following any Service suspension. Sublime will use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service suspension is cured. Sublime will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service suspension.

5. THIRD PARTY SERVICES

Sublime may from time to time make third-party products or services available to Users. For purposes of these Terms of Service, any third-party products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such third-party products, then Customer should not install or use such third-party products.

7. **INTELLECTUAL PROPERTY RIGHTS **

7.1. Sublime Intellectual Property. As between the parties, Sublime retains all right, title, and interest in and to the Services, Documentation, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Sublime for the purposes of these Terms of Service, including any copies and derivative works of the foregoing (collectively, the " Sublime Intellectual Property"). No rights or licenses are granted except as expressly and unambiguously set forth in these Terms of Service.

7.2. Customer Data. For purposes of these Terms of Service, "Customer Data" means any data, information or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer, not Sublime, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Sublime is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Sublime's gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer's account is ninety (90) days or more delinquent.

Notwithstanding anything to the contrary, Customer acknowledges and agrees that Sublime may: (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Services to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use, retain and make available Aggregated Anonymous Data for Sublime's business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Sublime's products and services). "Aggregated Anonymous Data" means data submitted to, collected by, or generated by Sublime in connection with Customer's use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.

7.3. Feedback. You may (but are not obligated to) provide suggestions, comments or other feedback to Sublime with respect to the Services (" Feedback"). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Sublime notwithstanding anything else. Sublime acknowledges and agrees that all Feedback is provided "AS IS" and without warranty of any kind. Customer shall, and hereby does, grant to Sublime a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in these Terms of Service will impair Sublime's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.

7.4. Trademarks. You may not use Sublime's logo or other marks without the prior written consent of Sublime.

8. CONFIDENTIALITY

8.1. Obligations. From time to time during the term of your subscription, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, " Confidential Information").The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder.

8.2. Exclusions. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving party at the time of disclosure; (iii) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (iv) independently developed by the receiving party.

8.3. Permitted Disclosure. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under these Terms of Service, including to make required court filings.

8.4. Return or Destruction of Confidential Information. On the expiration or termination of your access to the Services, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party's obligations of non-disclosure with regard to Confidential Information will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Service for as long as such Confidential Information remains subject to trade secret protection under applicable law.

9. TERM; TERMINATION

9.1. Term. These Terms of Service take effect when you are given access to the Services and remain in effect until your access to the Services expires or is terminated, as applicable. We may terminate your access to the Services immediately upon notice to you if you materially breach Section 3.2.

9.2. Termination. In the event of a material breach of these Terms of Service by either party, the non-breaching party may terminate these Terms of Service by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice.

9.3. Effect of Termination. Upon the termination of your access to the Services, you shall immediately discontinue use of the Services. Without limiting the parties' obligations under Section 8, each party shall delete, destroy, or return all copies of the other party's Confidential Information.

10. ** INDEMNIFICATION.** You agrees to defend, indemnify and hold harmless Sublime, its officers, directors, shareholders, employees, agents, affiliates, parent, and subsidiary companies against any and all costs, claims, damages or expenses incurred (and reasonable attorneys' fees in connection therewith), as well as amounts finally awarded in a settlement or by a court, arising from or relating to any claim that (i) Your use of the Service in a manner other than in accordance with the terms and conditions of these Terms of Service or the Documentation; or (ii) Customer Data infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any applicable law.

11. ** WARRANTY DISCLAIMER.** SUBLIME PROVIDES THE API "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.

12. ** LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL SUBLIME OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR DAMAGES RESULTING FROM YOU'S USE OF THE API. SUBLIME'S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THESE TERMS OF SERVICE SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICES THAT ARE SUBJECT TO THE CLAIM DURING THE TWEVLE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH DAMAGES**. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

13. **MISCELLANEOUS **

13.1. Survival. All provisions of these Terms of Service which by their nature should survive termination of your subscription shall survive termination, including, without limitation, Sections 7, 8, and 11 through 13.

13.2. Waiver and Severability. No waiver of any term or condition set forth in these Terms of Service by Sublime will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Sublime to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

13.3. Entire Agreement. As between you and Sublime, these Terms of Service our Privacy Policy constitute the sole and entire agreement between you and Sublime with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

13.4. Relationship of the Parties. These Terms of Service do not create a partnership, joint venture or agency relationship between you and Sublime. Sublime and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

13.5. Force Majeure

A party will not be liable for any failure of or delay in the performance of these Terms of Service for the period that such failure or delay is beyond the reasonable control of the party, materially affects the performance of any of its obligations under these Terms of Service, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

13.6. Comments and Concerns

All feedback, comments, requests for technical support, notices of copyright infringement claims, and other communications relating to the Services should be directed to: legal@sublimesecurity.com.

Change Summary

We have provided a summary of the most notable changes to the Addendum. This summary is not an exhaustive list.

Last Updated: 10/16/2023

Updates: