Terms Enterprise 25.01.17

LAST MODIFIED: January 17, 2025

These Enterprise Terms of Service, including all exhibits, supplements, and policies attached or referenced herein (this “Agreement”) are between Sublime Security, Inc. (“Sublime”) and the other signatory to the applicable Order Form or the individual or entity that subscribes to or uses any of the Services, as applicable (“Customer,” “You,” or “Your”).

By executing an order form that details the particular Services provided by Sublime and the associated fees or charges (each, an “Order Form”), You agree to these terms and conditions. “Services” means any Sublime products and services made available to Customer hereunder, including: (a) the Sublime proprietary software, including any software code, utility, application interface, tools, or services related thereto; (b) any open-source software used by Sublime in support of the products and services; (c) the Documentation; and (d) any updates, upgrades, enhancements, improvements, derivative works, and modifications of the foregoing, including the general know-how, performance metrics, analytics and machine learning developed over time. If You are acting on behalf of an entity, You represent and warrant that: (1) You have the authority to bind that entity; (2) Your acceptance of this Agreement is deemed an acceptance by that entity; and (3) “Customer” refers to that entity. These Terms incorporate our Privacy Policy, which is available at https://sublime.security/legal/privacy/ (“Privacy Policy”), 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 have the meanings assigned in our Privacy Policy.‍

1. Services.

(a) Right to Access. Each executed Order Form, shall be incorporated into and form a part of the Agreement. Pursuant to each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Sublime grants Customer a nonexclusive, limited, non-sublicensable, non-transferable right to access and use the Services during the applicable Order Form Term (as defined below) solely for the internal business purposes of Customer, only as provided herein, and only in accordance with Sublime’s user documentation for the Services, available at https://docs.sublimesecurity.com (“Documentation”). To the extent of any conflict between the terms of an executed Order Form and this Agreement, the terms of the applicable Order Form will control.
(b) Account Registration and Security. To register for Sublime Services, Customer will be asked to create an account with Sublime and provide certain personal details about the individual registering for Services. It is a condition precedent to Customer’s use of the Services that all information Customer provides is correct, current, and complete. If Customer chooses, or if Sublime provides with, a username, password, API key, license key, or any other information as part of Sublime’s security procedures, Customer must treat such information as confidential and may not disclose it to any third party. Customer acknowledges that its account is personal to Customer and agrees not to provide any third party not employed or engaged with Customer with access to the Services using Customer’s account information.
(c) Service Updates. From time to time, Sublime may provide upgrades, patches, enhancements, or fixes to the Services without additional charge (“Updates”) and such Updates will become part of the Services and subject to this Agreement. Notwithstanding the foregoing, Sublime has no obligation to provide such Updates. Customer understands that Sublime may make improvements and modifications to the Services at any time in its sole discretion. Sublime will use commercially reasonable efforts to provide Customer with reasonable prior notice of any material changes.
(d) Implementation Services. If Customer is purchasing standard implementation assistance for the Services as set forth on an Order Form (“Implementation Assistance”), following Customer’s payment of any applicable fees set forth on the Order Form, Sublime agrees to use reasonable commercial efforts to provide the Implementation Assistance. If Sublime provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Sublime otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Sublime at its then-current hourly rates for consultation.

2. Restrictions.

(a) Use Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not allow any third party to), directly or indirectly:
(i) 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);
(ii) modify, translate, or create derivative works based on the Services;
(iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services;
(iv) use the Services for the benefit of a third party;
(v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof;
(vi) use Sublime Intellectual Property (as defined in Section 4) to build an application or product that is competitive with any Sublime product or Services;
(vii) use the Services for fraudulent or illegal purposes;
(viii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or
(ix) 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).

(b) Customer is responsible for all of Customer’s activity in connection with the Services, including but not limited to uploading Customer Data onto the Services. Customer (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s 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. Customer is responsible and liable for all uses of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

(c) Suspension of Services. Sublime may suspend or limit Customer’s access to or use of the Services if: (i) Customer’s account is more than sixty (60) days past due, or (ii) 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 the Services to other customers. In such case: (a) Sublime shall 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 shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (c) Sublime shall 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.

3. Fees and Payment.

(a) Fees. Customer shall pay all amounts invoiced by Sublime relating to any applicable Order Form, according to the payment schedule set forth therein. Except as otherwise specified herein or in any applicable Order Form: (a) fees are quoted and payable in United States dollars; and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Sublime reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the initial term, or then current renewal term, upon forty-five (45) days prior notice to Customer (which may be sent by email). Customer may enter into a subscription for the Services through a Sublime authorized reseller, in which case Customer shall pay all fees to the applicable reseller, and any amounts to which Customer may be entitled due to a breach of this Agreement will be provided through such reseller.
(b) Taxes. All amounts payable hereunder are exclusive of any taxes, including any direct or indirect local, state, federal or foreign taxes, levies, duties or similar government assessments of any nature (such as VAT, GST, excise, sales, use or withholding taxes) (collectively “Taxes”). Customer will be solely responsible for payment and reimbursement of all Taxes associated with its purchases hereunder, except for taxes based on Sublime’s net income. Customer will not withhold any Taxes from any amounts due hereunder.

4. Intellectual Property Rights.‍

(a) 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 this Agreement, 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 this Agreement.

(b) Customer Data. Customer shall retain all right, title and interest in and to any data, information or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services (“Customer Data”), including all intellectual property rights therein. Sublime maintains a commercially reasonable security program that is designed to: (a) ensure the security and integrity of Customer Data; (b) protect against threats or hazards to the security or integrity of Customer Data; and (c) prevent unauthorized access to Customer Data. All Customer Data is subject to the privacy policy located at https://sublime.security/legal/privacy/. Customer acknowledges and agrees that the Services will require Customer and its users to share certain information which may include personal data (such as email addresses, message contents, subject, sender, recipients, attachments, IP addresses, and any other information that may be contained in an email (.eml) file processed by the Services) solely for the purposes of providing and improving the Services. 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 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); (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); and (iii) solely where authorized by Customer and shared for such purposes, use Customer Data to train its internal algorithms through artificial intelligence or machine learning techniques to improve the general performance and security of the SaaS Service (as further set forth in Section 7). “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.

(c) Feedback. Customer may (but is 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 this Agreement 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.
(d) Publicity. Sublime may not use customer’s name and/or logo except in the case of a listing of current customers. All other co-marketing is subject to prior written approval in each instance. Upon termination of this Agreement, Sublime shall remove Customer’s name and logo from its list of current customers. Customer may not use Sublime’s name or logo without Sublime’s prior written consent.

5. Third Party Services.

Customer’s use of third-party products or services that are not licensed to Customer directly by Sublime (“Third-Party Services”) shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between Customer and the third-party. Sublime does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Services, including the privacy practices, data security processes and other policies related to Third-Party Services. Customer may enable integrations between the Services and Third-Party Services (each, an “Integration”). By enabling an Integration between the Services and any Third-Party Services, Customer is instructing Sublime to share the Customer Data necessary to facilitate the Integration. Customer is responsible for providing all instructions to any Third-Party Service provider relating to Customer Data. Sublime and Third-Party Service providers are not sub-processors of each other.

6. Confidentiality.

(a) Obligations. From time to time during the Term of this Agreement, 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, except that Sublime may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Receiving party agrees to use the same degree of care that it uses to protect its own confidential and proprietary information to prevent the unauthorized use or disclosure of disclosing party’s Confidential Information, but in no event less than a reasonable degree of care.

(b) Exclusions. Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to the public without breach of any obligation owed to the disclosing party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

(c) 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 this Agreement, including to make required court filings.

(d) Return or Destruction of Confidential Information. Promptly after disclosing party’s request, receiving party agrees to return or destroy disclosing party’s Confidential Information; provided, however, that receiving party shall be entitled to retain copies of Confidential Information solely to the extent necessary for purposes of such party’s ordinary course records retention and backup policies and procedures, or to comply with Applicable Law, provided that such Confidential Information is treated as such for so long as it is retained. Each party acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, the injured party will be entitled to seek immediate injunctive and other equitable relief, in addition to all other remedies, for any violation or threatened violation of this Section.

7. Collection and Use of Information.

(a) LinkAnalysis Service. If Customer subscribes to Sublime’s LinkAnalysis Service (“LinkAnalysis”), Customer hereby consents to providing Sublime with certain email hyperlinks contained in email messages of the Customer’s personnel subject to LinkAnalysis.

(b) Share With Sublime. Sublime offers the ability for Customer to share full email messages of its users with Sublime for the purpose of improving the Sublime Service. By utilizing the “Share With Sublime” feature, Customer hereby consents to providing the content of such messages to Sublime, and such content will be considered Customer Data in accordance with this Agreement and Sublime’s Privacy Policy.

(c) Datadog Integration. Sublime offers self-hosted Customers the ability to opt-in to sharing certain metrics and telemetry of Customer’s infrastructure with Sublime via a third-party integration with Datadog Inc. Sublime will use the shared data in order to proactively identify and resolve performance and other issues and to improve the Sublime Service.

8. Term; Termination.

(a) Term. This Agreement shall commence upon the effective date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms (the “Term”). For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (a) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (b) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, an “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable.

(b) Termination. Each party may terminate this Agreement or an applicable Order Form upon written notice to the other party in the event: (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to cure such breach within thirty (30) days after receipt of notice of such breach; or (b) subject to Applicable Law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if such party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

(c) Effect of Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and all rights and obligations will immediately terminate, except that any terms or conditions that by their nature should survive such termination will survive, including, without limitation, Sections 3, 4, 6, and 8 through 11. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

‍9. Indemnification.

(a) Customer shall defend, indemnify, and hold harmless Sublime, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that: (i) the Customer Data or Customer’s use of the Services infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any applicable law; or (ii) Customer’s use of the Service in a manner that is not permitted by this Agreement or the Documentation.
(b) Sublime shall defend, indemnify, and hold harmless Customer, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives from all Losses, that arise from or relate to any claim that Customer’s use of the Services (excluding Customer Data and Third-Party Services) in accordance with this Agreement (including the Documentation) infringes or misappropriates such third party's intellectual property rights; provided that the foregoing obligation does not apply to the extent that the alleged infringement arises out of or relates to: (a) Third-Party Services, Customer Data, or Customer designs, guidelines or specifications; (b) modifications made other than by Sublime; (c) combination of the Services with a non-Sublime application, product, data or business process, where the Services alone would not be infringing; (d) continued use of the Services after Customer has been notified of modifications or substitutes, to the extent use of such modifications or substitutes would have prevented the Losses; or (e) use of the Services in a manner not strictly in accordance with this Agreement and all related Documentation. If the use of the Services by Customer becomes, or in Sublime’s opinion is likely to become, the subject of any claim of infringement, Sublime may at its sole option and expense: (i) procure for Customer the right to continue using and receiving the Services as set forth hereunder; (ii) replace or modify the Services to make them non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not commercially practicable, terminate this Agreement solely with respect to the infringing portion of the Services and provide a pro-rata refund of any pre-paid subscription fees related to the terminated portion of the applicable Order Form(s). This Section states Sublime’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property rights.
(c) Each party’s indemnification obligations hereunder shall be conditioned upon the indemnitee providing the indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the indemnitor of its indemnity obligations if the indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the indemnitor’s expense).

10. Representations and Warranties.

(a) By Sublime. Sublime represents and warrants that: (a) the Services will, under normal and authorized use in full compliance with this Agreement, perform materially in accordance with the Documentation; and (b) it will not knowingly include, in the Services provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including those known as viruses, disabling devices, trojans, or time bombs, designed to intentionally disrupt, disable, harm, or infect the operation of a network, computer program or computer system or any component thereof, including Customer Data. Sublime shall use commercially reasonable efforts to maintain the security and integrity of the Services and Customer Data. If, at any time, the Services do not conform to the warranty set forth in this Section 10(a), Customer may promptly notify Sublime in writing of any such noncompliance and Sublime will, within 30 days of receipt of such notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable correction plan is not established during such period, Customer may terminate this Agreement and receive a pro-rata refund of any pre-paid subscription fees related to the terminated portion of the applicable Order Form(s) as its sole and exclusive remedy for such noncompliance.

(b) By Customer. Customer represents and warrants that: (a) it has all rights necessary, including any consents required hereunder or by Applicable Law, to provide or make available the Customer Data (including personal data) or other materials in connection with its use of the Services, and to permit Sublime to use the same as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy); and (b) it shall use commercially reasonable efforts to safeguard all Sublime Intellectual Property from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify Sublime if Customer become aware of any infringement of Sublime Intellectual Property and fully cooperate with Sublime, at Sublime's expense, in any legal action taken by Sublime to enforce its intellectual property rights.

(c) DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE SERVICES AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT IS PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES THAT THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, OR BE FREE OF SECURITY DEFECTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(d) BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO USE FREE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY SUBLIME. BETA PRODUCTS MAY NOT BE GENERALLY AVAILABLE, ARE PROVIDED STRICTLY “AS IS,” AND SHALL NOT BE SUBJECT TO ANY REPRESENTATIONS, WARRANTIES, INDEMNIFICATION OBLIGATIONS OR SUPPORT OBLIGATIONS, AND UNLESS PROHIBITED BY LAW, SUBLIME WILL HAVE NO LIABILITY RELATED TO SUCH BETA PRODUCTS IN EXCESS OF $1,000.00. CUSTOMER OR SUBLIME MAY TERMINATE CUSTOMER’S ACCESS TO BETA PRODUCTS AT ANY TIME FOR ANY OR NO REASON.

11. Limitation of Liability.

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, ANY BREACH OF SECTION 6 “CONFIDENTIALITY” (EXCLUDING BREACHES RELATED TO CUSTOMER DATA), OR CUSTOMER’S BREACH OF SECTION 2 “RESTRICTIONS” OR SECTION 3 “FEES,” IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (A) ANY LOST PROFITS OR REVENUE, LOSS OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE; OR (B) ANY AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IN EXCESS OF THE TOTAL AMOUNTS PAID OR PAYABLE TO SUBLIME UNDER THE ORDER FORM GIVING RISE TO LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE LIABILITY. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION 11 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH CLAIMS ARE BROUGHT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE).

12. Miscellaneous.

(a) Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Services. Customer may not export, re-export or otherwise access the Services in violation of Applicable Law, including access or use in any embargoed country or other jurisdiction where such access or use is prohibited. Each party represents that it is not named on any U.S. government denied-party list.

(b) Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party will comply with all Applicable Law.

(c) Arbitration. At Sublime’s sole discretion, it may require Customer to submit any disputes arising from the use of the Services or this Agreement, including disputes arising from or concerning interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

(d) Notices. All notices under this Agreement must be in writing. Sublime may deliver notices to Customer using the information Customer provided when it registered its account. Customer may provide notice to Sublime via email at legal[@]sublimesecurity.com or via certified or registered mail, return receipt requested at Sublime Security, 712 H St. NE PMB 14, Washington, DC 20002. Notices will be deemed delivered on the date of receipt if delivered by email or two days after the date sent by mail.

(e) Force Majeure. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of Services attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

(f) Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s consent except that Sublime may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of Sublime’s business relating to this Agreement.

(g) Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

(h) Third Party Beneficiaries. By accessing the Services, Customer expressly agrees that Sublime shall have the benefit of and right to enforce this Agreement against Customer, irrespective of Customer’s agreements with any authorized reseller. Except for Sublime’s own benefit, nothing in this Agreement shall confer, or is intended to confer, on any third party any benefit or the right to enforce or modify any term of this Agreement.

(i) Fees; Severability. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

(j) Waiver. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

(k) U.S. Government Use. The Services are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Services, related documentation, technical data, or any deliverable to the United States Government are specified solely in this Agreement. All other uses are prohibited and no ownership rights are conferred.

(l) Anti-Corruption. Each party agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with this Agreement. If either party learns of any violation of the above restriction, such party will promptly notify the other party.
(m) Entire Agreement. This Agreement and all Order Forms, including all supplements and policies referenced herein, represents the entire agreement between Customer and Sublime with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Sublime with respect thereto. Notwithstanding the foregoing, no force or effect shall be given to any different or additional terms contained in any purchase order or other vendor form issued by Customer, even if signed by Sublime after the date hereof. In the event of any conflict between this Agreement and any applicable Data Protection Agreement (“DPA”) executed between the parties, the DPA will govern. Any such DPA is hereby incorporated into and made part of this Agreement, subject to all of its terms and conditions.
(n) Interpretation. For purposes hereof, “including” or “such as” means “including without limitation”.