LAST MODIFIED: July 1, 2025

You can find our previous terms as of January 17, 2025 here.

These Terms of Service (“Agreement”) constitute a contract between Sublime Security, Inc. with offices at 712 H St NE, PMB 14, Washington, DC 20002 (“Sublime”), and you (“Customer”). Customer agrees to be bound by the terms and conditions of this Agreement upon the earlier of: (a) its access to or use of any Sublime software or services (including the Services); or (b) its execution of an Order Form referencing this Agreement (“Effective Date”).

This Agreement includes and incorporates all Order Forms executed by Customer. If you are entering into this Agreement on behalf of a company, organization or other entity, you represent that you have proper authority to bind such entity and are agreeing to these terms and conditions on behalf of such entity. If you do not have such authority to enter into this Agreement or do not agree with these terms and conditions, you may not use any Sublime software or services. In the event of any inconsistency or conflict between this Agreement and any Order Form, the Order Form will control.

1. Definitions

1.1 “Aggregated Anonymized Data” means data related to Customer’s use of the Services that has been aggregated and anonymized such that the results are non-personally identifiable and cannot reasonably be associated with Customer or any Authorized User. For avoidance of doubt, Aggregated Anonymized Data is not Customer Data.

1.2 “Applicable Law” means all laws, statutes, ordinances, regulations and other types of government directives applicable to the access, use or provision of the Services, including the California Consumer Privacy Act of 2018 and the General Data Protection Act of 2016 (Regulation (EU) 2016/679).

1.3 “Authorized User” means any individual authorized by Customer to access, administer or otherwise interact with the Services pursuant to the rights granted under this Agreement.

1.4 “Confidential Information” means all information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should reasonably be understood to be confidential considering the nature of the information and the circumstances surrounding disclosure, including this Agreement, all Order Forms, Customer Data, Services, and all non-public business, technology, product, roadmap, financial, pricing, and marketing information. Notwithstanding the foregoing, Confidential Information will not include any information which: (a) is or becomes generally available to the public without breach of any obligation owed to disclosing party; (b) was properly known to receiving party, without restriction, prior to disclosure by disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with legal authority to do so; or (d) is independently developed by receiving party without use of or reference to disclosing party’s Confidential Information.

1.5 “Customer Data” means any data or content of any type uploaded, transmitted or otherwise provided by or on behalf of Customer via the Services for processing by Sublime.

1.6 “Documentation” means the written instructions, technical documentation, manuals and other materials made available at https://docs.sublime.security, which Sublime may modify from time to time.

1.7 “Self-Hosted Services” means the stack(s) made available by Sublime at https://docs.sublime.security/docs/installation that Customer may activate to enable Sublime to deploy the Services, and any updates thereto, to Customer’s hosting environment. Once activated and deployed, Customer will have the ability to host and manage the Services within its hosting environment.

1.8 “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, service mark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

1.9 “Order Form” means a quote, order form or other writing prepared by Sublime, executed by Customer, and accepted by Sublime that sets forth the specific Services that Customer is authorized to use and the applicable fees, volumes, payment schedule and initial subscription Term. If Customer subscribes through a reseller or marketplace, then such reseller or marketplace’s applicable ordering document shall apply solely with respect to the fees, volumes, subscription Term and Services ordered.

1.10 “Services” means any Sublime products and services made available to Customer hereunder, including: (a) the Sublime proprietary software and any software code, utility, application interface, tools, or services related thereto; (b) the Self-Hosted Services; (c) any open-source software used by Sublime in support of the products and services; (d) the Documentation; and (e) 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.

1.11 “Term” means the period of time during which Sublime has authorized Customer to access the Services as set forth in any applicable Order Form and subsequent Renewal Term(s).

2. Provision of Services and Support

2.1 Right to Access. Sublime hereby grants Customer and its Authorized Users a limited non-exclusive, non-sublicensable, non-transferable right to access and use the Services solely for Customer’s internal business purposes subject to the terms and conditions of this Agreement. The Services are hosted by Sublime except to the extent Customer uses any Self-Hosted Services. Usernames, passwords or keys to the Services may not be shared or accessed by more than one unique Authorized User. The Services are subject to modification from time to time at Sublime’s sole discretion, provided the modifications do not materially diminish the functionality of the Services.

2.2 Affiliates. If an applicable Order Form explicitly provides Customer the right to allow its Affiliates to use the Services, Customer shall ensure that each such Affiliate complies with this Agreement and Customer shall be responsible for any breach of this Agreement by such Affiliate. “Affiliate” means any entity that, directly or indirectly, controls, is controlled by or is under common control with Customer, where an entity is considered to control another entity if it maintains at least 50% ownership, with the power to direct or cause the direction of the management and policies of such entity, of the issued voting shares or other voting rights required to elect directors. The term “Customer” includes any authorized Affiliates.

2.3 Support. During the Term, Sublime will provide Customer with Sublime’s standard levels of support set forth at https://sublime.security/support.

2.4 Suspension. Sublime reserves the right to suspend Customer’s (or any Authorized User’s) access to the Services, or delete or disable any content submitted thereto, immediately, if: (a) Customer’s account is more than sixty (60) days past due; (b) Customer breaches Section 3 or Section 5 of this Agreement, or breaches any other provision and fails to correct that breach within the applicable cure period; or (c) as it deems reasonably necessary to respond to any actual or potential security or availability concern that may affect Sublime, its customers or users.

2.5 Data Protection and Privacy. Sublime maintains an industry standard security program with technical and organizational measures, as more fully described in the DPA, designed to protect the confidentiality, integrity, availability, and security of the Services and Customer Data. All Customer Data collected through the Services is subject to the privacy policy located at https://sublime.security/privacy. The Data Processing Addendum provided at https://sublime.security/dpa (“DPA”) is hereby incorporated into, and shall be fully governed by, this Agreement.

3. Use of Services

3.1 Customer Responsibilities. Customer is solely responsible for: (a) all use of the Services under its account (whether or not authorized); (b) all acts and omissions of Authorized Users, including ensuring that it and its Authorized Users only use the Services in compliance with the Documentation, this Agreement and all Applicable Law (any breach of this Agreement by an Authorized User shall be deemed a breach by Customer); (c) the entry, accuracy, integrity and legality of Customer Data and the means by which it acquires, provides and uses such Customer Data; (d) using commercially reasonable efforts to prevent unauthorized access to or use of the Services (and promptly notifying Sublime in the event of any such unauthorized access or use); and (e) determining whether the Services are suitable or sufficient for its business purposes. Sublime’s relationship is with Customer and not individual Authorized Users or third parties using the Services through Customer, and Customer will address all claims raised by its Authorized Users directly with Sublime.

3.2 Restrictions. Customer will not, and shall ensure that any Authorized Users or third parties will not, directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, copy, create derivative works of or otherwise create, attempt to create or derive the source code, object code or underlying structures, ideas or algorithms of the Services or any data related thereto (except to the extent prohibited by Applicable Law); (b) share, transfer, distribute, resell, lease, license, sublicense, make available or otherwise offer the Services to any third-parties or on a standalone basis; (c) impede or interfere with the security, stability, availability or performance of the Services (including denial-of-service attacks, penetration testing or distribution of malware); (d) use or access the Services to develop a product or service that is competitive with Sublime’s products or services or engage in competitive benchmarking; (e) remove or alter any proprietary notices from the Services or Documentation; (f) provide any infringing, offensive, fraudulent or unlawful content in connection with the Services; (g) use the Services or Documentation in any manner or for any purpose that violates this Agreement or Applicable Law, or infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person.

3.3 Data Rights. Customer is solely responsible for ensuring that it has all rights necessary under Applicable Law to transmit or provide Customer Data to Sublime and permit Sublime to use the same as contemplated hereunder. Customer will not use the Services to transmit or provide to Sublime any financial or medical information of any nature, or any sensitive personal data (such as social security numbers, personal bank account numbers, passport or visa numbers, driver license numbers, credit card numbers, birth dates, or biometric data).

3.4 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 thereto. Customer may enable integrations between the Services and Third-Party Services (each, an “Integration”). By enabling an Integration between the Services and its 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.

4. Fees

4.1 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.

4.2 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.

5. Intellectual Property Rights

5.1 Sublime Intellectual Property Rights. Except for the limited rights expressly and unambiguously set forth herein, Sublime (and its licensors, where applicable) exclusively retains all right, title and interest (including all Intellectual Property Rights) relating to the Services, Sublime Confidential Information, Aggregated Anonymized Data and all other materials provided by Sublime hereunder.

5.2 Customer Data. Customer shall retain all right, title and interest in and to all Customer Data, including all Intellectual Property Rights therein. Customer acknowledges and agrees that the Services will require Customer and its personnel to share Customer Data 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) which Sublime will process solely for the purposes of providing the Services and support. Notwithstanding the foregoing, Customer acknowledges and agrees that Sublime may: (a) internally use Customer Data for the purpose of generating Aggregated Anonymized Data; (b) freely use, retain and make available Aggregated Anonymized Data for Sublime’s business purposes (including for purposes of improving, testing, operating, training, promoting, and marketing Sublime’s products and services); and (c) solely where authorized by Customer and shared for such purposes, use Customer Data to improve the performance and security of the Services as further set forth in Section 5.3.

5.3 Artificial Intelligence and Machine Learning. Customer acknowledges that certain features of the Services involve the use of artificial intelligence and machine learning (collectively, “AI”). Customer’s use of generative AI features is voluntary, may be disabled, and Sublime will inform Customer via the Services before any new AI features can be enabled. Except as expressly set forth herein, Sublime will not use Customer Data to train any AI models. Notwithstanding the foregoing, the Services provides Customer the option to share full or partial email messages of its personnel, or other suspicious or malicious activity, with Sublime for the purpose of improving Sublime’s general threat intelligence, detection efficacy and protection against emerging threats, including through training of its internal AI models (collectively, “Threat Intelligence”). By opting-in or otherwise utilizing any such features (including features labeled as “Share with Sublime” or “LinkAnalysis”), Customer hereby authorizes Sublime’s use and retention of any associated Customer Data (which will be converted to Aggregated Anonymized Data where reasonably practical), or any outputs or derivatives thereof, for such Threat Intelligence purposes. In addition, Customer hereby authorizes Sublime to use security-related learnings derived from suspicious or malicious activity identified in the Services (including phishing emails, malware samples, fraud attempts, attack vectors, and related indicators) for Threat Intelligence purposes.

5.4 Feedback. Customer may from time to time provide Sublime suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Services. Sublime will have full discretion to determine whether to proceed with the development of any requested enhancements, new features or functionality. Sublime will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exploit any such Feedback in connection with its products and services.

6. Confidentiality

6.1 Obligations. Each party agrees that it will use any Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. Notwithstanding the foregoing, either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors, investors, contractors, and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement (and for whom each party is responsible for any breach of this Agreement); and (b) as required by law (in which case, to the extent legally permitted, receiving party will limit the disclosure to that required by law and provide disclosing party with prior written notice reasonably sufficient to allow disclosing party the opportunity to contest such disclosure). 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. 

6.2 Return or Destruction. 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 or Section 3.2 “Restrictions.”

7. Warranties and Disclaimers

7.1 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 use commercially reasonable efforts to not 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. If, at any time, the Services do not conform to the warranty set forth in this Section 7.1, 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.

7.2 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 intellectual property rights and privacy rights); and (b) it will use commercially reasonable efforts to not introduce any viruses, malicious code, trojans or similar harmful code into the Services and to safeguard the Services against unauthorized access, misuse, misappropriation, theft or infringement. Customer shall promptly notify Sublime if Customer becomes aware of any violation of the warranties set forth herein and fully cooperate with Sublime in any legal action taken by Sublime to enforce its rights hereunder.

7.3 Mutual.  Each party represents and warrants to the other party that it has the legal power and authority to enter into this Agreement.

7.4 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT IS PROVIDED TO CUSTOMER STRICTLY “AS IS,” WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES THAT THE SERVICES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION, BE FREE OF SECURITY DEFECTS OR ACHIEVE ANY PARTICULAR OUTPUTS OR RESULTS. 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.

7.5 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 APPLICABLE 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.

8. Indemnification

8.1 By Sublime. Sublime will defend Customer against any claims, actions, demands or proceedings (“Claim”) made or brought against Customer by an unaffiliated third party alleging that the use of the Services as permitted hereunder infringes or misappropriates any third party copyright, trademark, US patent, or trade secret, and will indemnify Customer for any damages (including reasonable attorney’s fees) finally awarded by a court of competent jurisdiction against Customer, or agreed upon in settlement by Sublime, in connection with any such Claim. Notwithstanding the foregoing, Sublime shall have no obligation or liability for any Claim of infringement or misappropriation to the extent that it 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 would not be infringing alone; (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 Claim; 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 has become, 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.

8.2 By Customer. Customer will defend Sublime and its officers, directors, employees and agents against any Claim made or brought against Sublime by a third party arising from or relating to: (a) Customer Data or Sublime’s right to process Customer Data; or (b) Customer’s breach of Section 3 “Use of Services,” and Customer will indemnify Sublime and its officers, directors, employees and agents for any damages finally awarded against Sublime (or any settlement approved by Customer) in connection with any such Claim.

8.3 Indemnification Procedures. The party entitled to seek coverage pursuant to this Section 8 (the “Indemnitee”) shall: (a) promptly notify the other party obligated to provide such indemnification (the “Indemnitor”) in writing of any such Claim (any delay or failure to provide notice will only reduce the Indemnitor’s obligations to the extent materially prejudiced thereby); (b) give sole control of the defense and settlement of any such Claim to the Indemnitor (provided that Indemnitor may not settle any claim in a manner that adversely affects Indemnitee’s rights, imposes any obligation or liability on the Indemnitee or admits liability or wrongdoing on the part of Indemnitee, in each case, without Indemnitee’s prior written consent); and (c) provide all information and assistance reasonably requested by the Indemnitor, at the Indemnitor’s expense, in defending or settling such Claim. The Indemnitee may join in defense with counsel of its choice at its own expense.

9. Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS AND ANY BREACH OF SECTION 3 “USE OF SERVICES,” SECTION 4 “FEES,” OR SECTION 6 “CONFIDENTIALITY” (EXCLUDING BREACHES RELATED TO CUSTOMER DATA), 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 9 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).

10. Termination

10.1 Term. The Term of this Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Except as set forth in an applicable Order Form, the subscription Term of such Order Form will automatically renew for successive renewal Terms equal to the length of the subscription Term on the initial Order Form (“Renewal Term”), unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

10.2 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.

10.3 Effect of Termination and Survival. 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 Section 3 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.

11. General

11.1 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.

11.2 Insurance. Sublime will, at its sole cost and expense, obtain and maintain in full force and effect, with financially sound and reputable insurers, liability insurance to reasonably cover Sublime’s obligations under this Agreement.

11.3 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.

11.4 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 New Castle County, 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.

11.5 Arbitration. At Sublime’s sole discretion, to the extent permitted by Applicable Law, 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 with the Judicial Arbitration and Mediation Services (“JAMS”) applying Delaware law.

11.6 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 or on the most recent Order Form. Customer may provide notice to Sublime via email at legal@sublimesecurity.com and via certified or registered mail, return receipt requested at Sublime Security, Inc., 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.

11.7 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, 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.

11.8 Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s prior written 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. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns. Any attempted assignment in breach of this Section shall be void.

11.9 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.

11.10 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.

11.11 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.

11.12 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.

11.13 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.

11.14 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.

11.15 Entire Agreement. This Agreement, all Order Forms, and the DPA, including all supplements and policies referenced therein, 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 DPA executed between the parties, the DPA will govern.

11.16 Interpretation. For purposes hereof, “including” or “such as” means “including without limitation”.