TERMS OF USE FOR SOFTWARE AS A SERVICE

These Terms of Use (these “Terms”) ARE A LEGALLY BINDING AGREEMENT BETWEEN SUBSCRIBER AND J BROTHERS INDUSTRIES LLC DBA SECURIBLY (“SECURIBLY”) setTING forth the terms and conditions that govern SUBSCRIBER’S use of the SERVICES. By accessing or using the SERVICES, SUBSCRIBER IS accepting these Terms ON BEHALF OF ITSELF AND ITS AUTHORIZED USERS. If SUBSCRIBER DOES not agree with all of the provisions of these Terms, SUBSCRIBER MUST NOT access and/or use the SERVICES.

In these Terms, the subscriber to the Services as identified in the applicable Service Order is referred to as “Subscriber”; and Subscriber and Securibly are each a “party”. These Terms incorporate all provisions of the Service Order.

1. Services; Permitted Use.
  1. Securibly grants Subscriber a non-exclusive, non-transferable, limited right to access, view and use the SaaS Service on and subject to the Service Order and these Terms. Subscriber’s right to use the SaaS Service is limited to its Authorized Users and is also limited to those specific SaaS Service modules identified in the Service Order. Subscriber’s use must be in accordance with the Documentation and solely for purposes of serving the internal needs of Subscriber’s business. Securibly also grants Subscriber a non-exclusive, non-transferable, limited right to access, view and use any Documentation in order to operate the modules of the SaaS Service that Subscriber is entitled to use. Securibly may provide Other Services as stated in the Service Order. Securibly also grants Subscriber a non-exclusive, non-transferable, limited right to describe Subscriber’s relationship with Securibly and in connection therewith display Securibly’s logo to the public, as provided directly by Securibly and subject to, in each case, the Service Order and these Terms.
  2. Subscriber will not (and will not permit any Authorized User to): (1) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Software or create derivative works of the Securibly Technology; (2) rent, lease, sublicense, or provide any unauthorized access to the Securibly Technology; (3) circumvent or disable any technological or security features or measures in the Securibly Technology; or (4) use the Securibly Technology to violate the rights of others, or in any way that could harm the Securibly Technology or impair any other person’s use of it. Subscriber also agrees not to: (i) upload, transmit, or distribute to or through the Securibly Technology any computer viruses, worms, or software intended to damage or alter a computer system or data; (ii) send through the Securibly Technology unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Securibly Technology to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the SaaS Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Securibly Technology (or to other computer systems or networks connected to or used together with the Securibly Technology), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Securibly Technology; or (vii) use software or automated agents or scripts to produce multiple accounts on the SaaS Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Securibly Technology; or (5) disclose Subscriber’s relationship with Securibly or otherwise display Securibly’s logo to the public, except in accordance with guidelines and other specifications or requirements of Securibly.
2. Subscriber Responsibilities.
  1. Subscriber will cooperate with Securibly in all reasonable respects to enable Securibly to provide the Services. Securibly is entitled to rely on any communication from the Administrative User regarding these Terms and the Services. Subscriber is responsible for obtaining and maintaining Equipment; for maintaining the security of the Equipment, Subscriber’s account, passwords and files; and for all uses of the Subscriber’s account or Equipment with or without Subscriber’s knowledge or consent.
  2. Subscriber will comply with all applicable Laws in connection with Subscriber’s access to and use of the Services, including those related to data privacy, international communications, the transmission of privileged, technical or personal data.
  3. Subscriber is responsible and liable for all uses of the Services and Documentation resulting from access provided to Subscriber by Securibly, whether such uses are undertaken by Authorized Users or any other employee or agent of Subscriber, and whether or permitted by or in violation of these Terms. Without limiting the foregoing, Subscriber is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Subscriber will be deemed a breach of these Terms by Subscriber.
3. Subscription Term; Charges.

Access to the Services is available only through the purchase of a subscription which, when accepted by Securibly, gives Subscriber the rights described in these Terms and the Service Order. The Subscription Term and the Fee for Subscriber’s subscription are set forth in the Service Order.

4. Availability; Suspension.
  1. Securibly makes no warranty that the Services will be continuously available or that access to the Services will be free from interruption. Without limiting the foregoing, Services may be temporarily unavailable because of scheduled maintenance or unscheduled emergency maintenance, either by Securibly or by third-party providers, or because of other causes beyond Securibly’s reasonable control. Subscriber assumes all risks associated with any unavailability or interruption of the Services, regardless of the reason. However, Securibly will use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services.
  2. Notwithstanding anything to the contrary in these Terms, Securibly may temporarily suspend Subscriber’s access to any portion or all of the Services if: (i) Securibly determines in good faith that (A) there is a threat or attack on any of the Securibly Technology; (B) Subscriber’s use of the Securibly Technology disrupts or poses a security risk to the Securibly Technology or to any other Securibly customer or vendor; (C) Subscriber is using the Securibly Technology for fraudulent or illegal activities or in any other manner that could reasonably be expected to have a material adverse impact on Securibly; (D) Securibly’s provision of the Services to Subscriber is prohibited by applicable Law; (ii) any vendor of Securibly has suspended or terminated Securibly’s access to or use of any third-party services or products required to enable Subscriber to access the Services; or (iii) in accordance with Section 13(e) (any such suspension described in subclauses (i), (ii), or (iii), a “Service Suspension”). Securibly will use commercially reasonable efforts to provide written notice of any Service Suspension to Subscriber and to provide updates regarding resumption of access to the Services following any Serce Suspension. Securibly will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Subscriber may incur as a result of a Service Suspension.
5. Fees; Taxes.
  1. Subscriber will pay Securibly the applicable monthly or annual fees described in the Service Order in accordance with the terms therein (the “Fees”). If for any reason Subscriber is obligated to pay additional fees (per the terms of these Terms), Securibly will bill Subscriber for those additional fees and Subscriber will pay them in accordance with the Service Order (or, if not stated in the Service Order, within thirty (30) days after receipt of the invoice). Securibly may change the Fees or applicable charges and institute new charges and Fees at the end of the initial or any renewal Subscription Term upon thirty (30) days prior notice to Subscriber. If Subscriber believes that Securibly billed Subscriber incorrectly, Subscriber must contact Securibly no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. If Subscriber fails to make any payment when due, without limiting Securibly’s other rights and remedies, Subscriber will pay Securibly a late charge on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly (or, if lower, the highest rate permitted under applicable Law) and Subscriber will reimburse Securibly for all reasonable collection costs, including attorneys’ fees, court costs, and collection agency fees, incurred in collecting any delinquent amounts.
  2. All Fees and other amounts payable by Subscriber under these Terms are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder (other than any taxes imposed on Securibly’s income).
6. Proprietary Rights.
  1. These Terms do not provide Subscriber with title or ownership of any part of the Securibly Technology (by implication, waiver, estoppel or otherwise) or any other Intellectual Property Rights of Securibly, but only a right of limited use with respect to the Services as set forth in these Terms and the Service Order. As between Subscriber and Securibly, Securibly exclusively owns all right, title and interest in and to the Securibly Technology and all other Intellectual Property Rights of Securibly; and Securibly reserves all rights to Securibly Technology and all other Intellectual Property Rights of Securibly that are not expressly granted to Subscriber under these Terms. Subscriber agrees to assign and, upon its creation, Subscriber hereby does automatically assign, to Securibly the exclusive ownership of any right, title or interest in any Securibly Technology that Subscriber obtains or creates (other than the limited right of use expressly provided for herein), without the necessity of any further consideration or documentation.
  2. As between Subscriber and Securibly, Subscriber owns Subscriber Content and all Intellectual Property Rights therein. Subscriber hereby grants to Securibly a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Subscriber Content and perform all acts with respect to Subscriber Content that are necessary for Securibly to provide Services to Subscriber; which Securibly may sublicense across multiple levels to its subcontractors in connection with their services to assist Securibly in providing Services.
  3. If Subscriber or any Authorized Users provide Securibly with any feedback or suggestions regarding the Securibly Technology (“Feedback”), Subscriber agrees that Securibly will have the right to use and fully exploit such Feedback and related information in any manner Securibly deems appropriate without restriction and without accounting to the person providing the Feedback. Securibly will treat any Feedback as non-confidential and non-proprietary.
  4. Notwithstanding anything to the contrary, Securibly will have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including information concerning Subscriber Content and data derived therefrom). Such data and information will not be Subscriber’s Confidential Information, and Securibly will be free (during and after the Subscription Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Securibly offerings, and (ii) subject to applicable Law, disclose such data solely in aggregate or other de-identified form in connection with its business.
  5. Subscriber’s interest in and obligations with respect to any programming, materials, or data to be obtained from third-party vendors, regardless of whether obtained with the assistance of Securibly, will be determined in accordance with the agreements and policies of those vendors.
7. Confidential Information.
  1. Either Subscriber or Securibly (as “disclosing party”) may disclose or make available to the other party (as “receiving party”) information about the disclosing party’s business affairs, products, services, 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/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential”, including the Securibly Technology where Securibly is the disclosing party (collectively, “Confidential Information”). Confidential Information does not include information that is: (i) in or enters the public domain without fault of the receiving party; (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.
  2. The receiving party will (i) not access or use the disclosing party’s Confidential Information except as necessary to exercise its rights or perform its obligations under these Terms, (ii) not disclose or permit access to the disclosing party’s Confidential Information to or by any person, except to the receiving party’s employees or contractors who have a need to know the Confidential Information, (iii) safeguard the disclosing party’s Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care, and (iv) promptly notify the disclosing party of any unauthorized use or disclosure of its Confidential Information known to the receiving party.
  3. If the receiving party is required by Law or court order to disclose the disclosing party’s Confidential Information then, to the extent legally permitted, the receiving party will promptly (and prior to such disclosure) notify the disclosing party of that requirement, and provide reasonable assistance to the disclosing party in its lawful efforts to oppose or limit the scope of such disclosure, at the disclosing party’s expense. If the disclosing party waives compliance with Section 7(b) or the receiving party remains obligated to disclose the Confidential Information, the receiving party may disclose only the portion of the Confidential Information that the receiving party is legally required to disclose based on advice of its attorney.
  4. On the expiration or termination of these Terms, the receiving party will 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 returned or destroyed. Each party’s obligations of non-disclosure and restricted use are effective as of acceptance of these Terms and will expire five (5) years from the date the Confidential Information is first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable Law), the obligations of non-disclosure and restricted use will survive the termination or expiration of these Terms for as long as such Confidential Information remains a trade secret under applicable Law (but not less than five years).
8. No Legal Advice.

Subscriber acknowledges and agrees that the availability and use of the Services does not create any attorney-client or other confidential or special relationship between Subscriber and Securibly, and does not constitute the provision of legal advice or other professional advice by Securibly. Subscriber should seek advice from an attorney licensed in the relevant jurisdiction(s) and other competent advisors before relying on any Service Output or other element of the Services.

9. Indemnification.
  1. Subscriber will indemnify, defend, and hold harmless Securibly from and against all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (collectively, “Losses”) Securibly incurs resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) (i) alleging that the Subscriber Content, or any use of the Subscriber Content in accordance with these Terms, infringes or misappropriates a third party’s Intellectual Property Rights and/or (ii) alleging that Subscriber or its Authorized Users (1) breached these Terms, or engaged in any act or omission constituting gross negligence or willful misconduct; (2) used Securibly Technology or any other Intellectual Property Rights of Securibly in a manner not authorized by these Terms; (3) used Securibly Technology in combination with data, software, hardware, equipment or technology not provided by Securibly or authorized by Securibly in writing; or (4) failed to comply with any applicable Law or failed to have or maintain appropriate information technology of other cybersecurity protocols. Subscriber may not settle any Third-Party Claim against Securibly without Securibly’s prior written consent; and Securibly will have the right, at its option, to defend itself against any Third-Party Claim or to participate in its defense with its own attorneys.
  2. If Subscriber’s use of the Securibly Technology has become, or in Securibly’s opinion is likely to become, the subject of any Third-Party Claim alleging that the Securibly Technology infringes or misappropriates such third party’s valid U.S. patent, trade secret, copyright, or trademark (an “IP Claim”), Securibly may at its option and expense: (i) procure for Subscriber the right to continue using the Securibly Technology as set forth in these Terms and Service Order; (ii) replace or modify all or any component of the Securibly Technology to make it non-infringing without any material degradation in functionality; or (iii) if options (i) or (ii) are not commercially practicable as determined by Securibly in its sole discretion, terminate Subscriber’s subscription and refund, on a pro-rated basis, any Fees Subscriber previously paid for the corresponding unused portion. Securibly will have the right to defend such IP Claim and will pay damages finally awarded against Subscriber in connection with the IP Claim, provided that: (x) Subscriber promptly notifies Securibly of the threat or notice of such IP Claim; (y) Securibly has the sole and exclusive control and authority to select attorneys, defend and/or settle such IP Claim; and (z) Subscriber fully cooperates with Securibly in connection with the IP Claim. Securibly will have no liability or obligation for any IP Claim caused: in whole or in part by: (i) compliance with designs, data, instructions or specifications provided by Subscriber; (ii) modification of any component of the Securibly Technology by any person other than Securibly; or (iii) the combination, operation or use of the Securibly Technology with other hardware or software where the Securibly Technology by itself would not be infringing. Section 9(b) states Securibly’s sole, exclusive and entire liability to Subscriber and constitutes Subscriber’s sole remedy with respect to an IP Claim brought by reason of Subscriber’s access to or use of the Securibly Technology.
10. Limitation of Warranties.

EACH COMPONENT OF THE SERVICES AND SECURIBLY TECHNOLOGY IS PROVIDED “AS IS” AND SECURIBLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SECURIBLY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, THE SECURIBLY TECHNOLOGY, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF (INCLUDING SERVICE OUTPUT), WILL MEET SUBSCRIBER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, COMPLY WITH (OR CAUSE SUBSCRIBER COMPLY WITH) ANY LAWS APPLICABLE TO SUBSCRIBER, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. Securibly may from time to time make third-party products or services available to Subscriber. For purposes of these Terms, such Third-party products and services are subject to their own terms and conditions for which Securibly has no responsibility.

11. Limitations of Liability.
  1. THE CUMULATIVE LIABILITY OF SECURIBLY (AND ITS LICENSORS AND SERVICE PROVIDERS) ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES AND THE SECURIBLY TECHNOLOGY, INCLUDING ANY CAUSE OF ACTION BASED IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEES PAID TO SECURIBLY HEREUNDER IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SECURIBLY SHALL HAVE NO LIABILITY FOR LOSS OF DATA OR DOCUMENTATION, UNLESS RESULTING FROM ANY ACT BY SECURIBLY INTENDED TO CAUSE THE LOSS OR DESTRUCTION OF SUCH DATA OR DOCUMENTATION. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  2. IN NO EVENT SHALL SECURIBLY (OR ITS LICENSORS OR SERVICE PROVIDERS) BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (1) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (2) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SAAS SERVICE; (3) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (4) COST OF REPLACEMENT GOODS OR SERVICES. NEITHER SUBSCRIBER NOR SECURIBLY (OR ITS LICENSORS OR SERVICE PROVIDERS) WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12. Termination.

Either Subscriber or Securibly may terminate the Subscription Term on thirty (30) days prior written notice if the other party fails to comply with these Terms and does not cure the breach within that notice period. When these Terms terminate or expire, all rights granted to Subscriber under these Terms will terminate and revert to Securibly. Immediately upon termination or expiration of these Terms for any reason, Subscriber and Subscriber’s Authorized Users must stop using the Services and Securibly Technology, promptly return to Securibly all tangible and intangible materials pertaining to the Securibly Technology, and permanently delete and erase any copies of those materials stored in Subscriber’s information technology systems. Securibly agrees to provide Subscriber with Subscriber Content stored by the SaaS Service (in Microsoft SQL Server database format) if Subscriber makes a written request to Securibly within fifteen (15) business days after these Terms terminate or expire; and if Securibly does not receive Subscriber’s request within the 15-business day period, Securibly may delete, erase and/or destroy Subscriber Content. No expiration or termination will affect Subscriber’s obligation to pay all fees that became due before such expiration or termination, or entitle Subscriber to any refund (unless otherwise provided herein). The obligations under Sections 5 through 14 survive the termination or expiration of these Terms.

13. Miscellaneous.
  1. Governing Law; Consent to Jurisdiction; Jury Waiver. These Terms are governed by Missouri Law (excluding its conflict of laws provisions). The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Transactions Act will not apply to these Terms. Any legal proceeding related to these Terms or the transactions hereunder must be brought only in the United States District Court for the Eastern District of Missouri or Missouri State courts located in St. Louis County, Missouri, and the appellate courts thereof. Subscriber and Securibly agree to the exclusive jurisdiction of those courts and waive any objection based on jurisdiction, inconvenient forum or venue. Subscriber and Securibly also agree that there is no adequate remedy at law for a breach of Sections 6 or 7; and, therefore, the non-breaching party is entitled to an injunction and/or any other equitable relief against any breach or threatened breach of those Sections from any court of competent jurisdiction without having to prove that monetary damages are not an adequate remedy. All equitable and legal remedies are cumulative and non-exclusive. SUBSCRIBER AND SECURIBLY EACH WAIVE THE CONSTITUTIONAL, STATUTORY, AND COMMON LAW RIGHTS TO A JURY TRIAL.
  2. Electronic Communications. Subscriber and Securibly may communicate using electronic means, including by email or Securibly posting notices on its website. The parties each consent to receiving communications from in electronic form, and that all agreements, notices, disclosures, and other communications that Securibly provides to Subscriber electronically have the same legal effect as a paper copy (except to the extent of a party’s non-waivable rights).
  3. Modifications. These Terms and the Services are subject to occasional revision, and if Securibly makes any substantial changes, Securibly may notify Subscriber by sending an e-mail to Subscriber’s last e-mail address provided to Securibly (if any), or by prominently posting notice of the changes on Securibly’s website, and/or by any other means Securibly considers reasonable. Subscriber is responsible for providing Securibly with Subscriber’s most current e-mail address. Subscriber’s continued use of the Services after notice and the effective date of those changes is Subscriber’s acknowledgement of such changes and constitutes Subscriber’s agreement to be bound by those changes.
  4. Independent Contractor; No Third Party Beneficiaries. Subscriber and Securibly are independent contractors to one another, and these Terms does not create an agency, partnership, fiduciary, joint venture, employment, or attorney-client relationship between the parties. There are no third party beneficiaries under these Terms.
  5. Force Majeure. Securibly will not be liable to Subscriber or any other person, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms caused by circumstances beyond Securibly’s control, including natural disasters, explosion, war, terrorism, riot or other civil unrest, interruption in electrical supply or damage to communication equipment or facilities, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of Law or any action taken by a governmental or public authority, including imposing a tariff or embargo.
  6. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable in any jurisdiction, that will not affect any other term or provision of these Terms or invalidate or render unenforceable the term or provision in any other jurisdiction. Upon such determination, the applicable court shall modify the affected provision to effect the parties’ original intent as closely as possible to their original intent and in a manner acceptable to the parties.
  7. No Assignment. Subscriber may not transfer delegate or assign these Terms or any of Subscriber’s rights and obligations under these Terms to any other person or entity without Securibly’s written consent. These Terms are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
  8. Non-waiver. No waiver of any provision of these Terms will be effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any right, remedy, or power arising from these Terms will operate as a waiver, and no single or partial exercise of any right, remedy, or power will preclude any other exercise thereof or the exercise of any other right, remedy, or power.
  9. Entire Agreement; Construction. These Terms (together with the Service Order and any other documents incorporated by reference) are the complete and exclusive statement of the paries’ agreement and obligations concerning the subject matter hereof, and supersedes any other agreement, representation or other communication (written and oral) by or on behalf of Securibly relating to such subject matter. In these Terms, the word “person” will be construed broadly to include both natural persons and all forms of legal entities; words denoting the singular have a comparable meaning when used in the plural, and vice-versa; references to any gender include all genders; and the word “including” (or variations thereof) will be deemed to be followed by the words “without limitation.” The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an agreement.
14. Definitions. In these Terms:

“Administrative User” means any Subscriber employee that Subscriber has designated to serve as technical administrator of the SaaS Service for Subscriber.

“Authorized User” means Subscriber’s employees, consultants, contractors, and agents (a) who are authorized by Subscriber to access and use the Services under the rights granted to Subscriber pursuant to these Terms and (b) for whom access to the Services has been purchased hereunder.

“Documentation” means the user guides, online help, release notes, training materials and other documentation Securibly makes available to Subscriber regarding the use or operation of the SaaS Service.

“Equipment” means collectively any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.

“Intellectual Property Rights” means all intellectual property or other proprietary rights worldwide, including patents, copyrights, trademarks and service marks, moral rights, trade secrets, database rights, and any other intellectual property or equivalent rights or forms of protection, including registrations, applications, renewals, and extensions of such rights.

“Law” means any statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Other Services” means all technical and non-technical services Securibly performs or delivers to Subscriber under these Terms, including implementation and other professional services, training and education services, but excluding the SaaS Service. Securibly will provide the Other Services on the terms and pricing specified in a Service Order as mutually agreed to by the parties.

“SaaS Service” means Securibly’s internet-accessible software-as-a-service tools and platform using the Securibly Technology, hosted by Securibly or its service provider, and made available to Subscriber pursuant to a Service Order and these Terms.

“Securibly Technology” means (a) the SaaS Service, Software, Documentation, (b) the technology and methodologies, including products, computer software and code (in source and object forms), hardware designs, algorithms, templates, and architecture created by Securibly, licensed to Securibly, or available to Securibly under open source license, (c) updates, upgrades, improvements, modifications, configurations, extensions, and derivative works of the foregoing, and (d) all Intellectual Property Rights therein.

“Service Order” means the form that Securibly provides to Subscriber to be completed during the checkout process specifying the Subscriber’s information, and the price and Subscription Term.

“Service Output” means the results of Subscriber’s use of the SaaS Service, including any data, information, recommendation, report, template or sample policy, or other materials.

“Services” means the SaaS Service and the Other Services.

“Software” means the computer software Securibly uses to facilitate the SaaS Service.

“Subscriber Content” means all information, data, content, and materials (in any form or medium) that Subscriber uploads to the SaaS Service for use in connection with the SaaS Service, including information, data, content, and materials of or about Subscriber.

“Subscription Term” means the period specified in the Service Order during which Subscriber and its Authorized Users are authorized to access and use the SaaS Service. The Subscription Term may consist of an initial term and one or more subsequent renewal terms.