Enpass Business Terms of Use

Enpass Technologies Inc.
1201 N. Market Street, Suite 111
Wilmington,
DE 19801

Date: June 10, 2024

These are the Enpass Business Terms of Use (the “Terms”) that regulate the use of Enpass services by organizations (each, a “Client”) and anyone who access the Services using Client’s account (each, a “User”). By entering into an order that references these Terms or by subscribing to the Services at https://www.enpass.io/pricing-business/ (each, an “Order” and, collectively with these Terms and any documents mentioned herein, the “Agreement”), the Client agrees to abide by these Terms. In the case of a discrepancy between the Terms and an Order, the Order will take precedence. Agreements take effect on the date the Order is placed, unless otherwise specified in the Order (the “Effective Date”). The terms “Company”, “us”, “we”, and “our” refer to our organization Enpass Technologies Inc.

1. LICENSING

1.1. Subject to these Terms and any limitations specified in the Order, Enpass grants the Client and its Users a nonexclusive, nontransferable license (except that the Client may re-allocate licenses from one User to another via the Services) to install and use the Apps solely to access and use the Services during the Term (as defined in Section 6.1). The Client’s legal affiliates may use the Services, provided that the Client ensures their compliance with the Agreement.test

1.2. Licenses under the “Starter” plan may only be (A) purchased online, (B) strictly limited to one subscription per Client, and (C) automatically convert to the higher annual business subscription type upon exceeding the User license limit.

1.3. Licenses under the “Standard” and “Enterprise” plans allow the Client to make Enpass available to its entire organization for a fixed price. If the Client exceeds the maximum number of licenses in its current tier during the Term, the Client will be required to pay a pro-rata adjustment based on the new tier for the remainder of the current Term.

2. SERVICES

2.1. The Services may be used by Client and its affiliates. As part of the registration process, Client will identify an administrative username and password for Client’s Company account. Company reserves the right to refuse registration of or cancel passwords it deems inappropriate.

2.2. Subject to the terms hereof, Company will provide Client with solution for their Users to manage their credentials (passwords/passkeys or any files) in encrypted vaults. Company does not store employee’s vaults on the Company’s servers. Users keep control of their most sensitive information – their data is stored (encrypted) locally on their devices, and their own defined storage such as Microsoft OneDrive/SharePoint or Google Drive accounts, without sending it to the Company servers.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1. Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by statutory law or Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Client for use on Client premises or devices, Company hereby grants Client a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with and in the same scope as the Services.

3.2. Client will use the Services only in compliance with all applicable laws and regulations.

3.3. Client shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment, Client account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Client account or the Equipment with or without Client’s knowledge or consent.

3.4. The Client consents to use its name on the website of the Company only for the purpose of listing the Client as a customer of the Company. Client’s prior written consent must be obtained on a case-by-case basis if the Company wishes to use the Client’s name for any other purpose.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to Company to enable the provision of the Services (“Client Data”). The Receiving Party agrees: (i) to take all necessary precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law, provided that the Receiving Party promptly gives notice to the Disclosing Party of the disclosure before such disclosure occurs.

4.2. Client shall own all right, title and interest in and to the Client Data, as well as any data that is based on or derived from the Client Data and provided to Client as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services (“Implementation Services”) or support, and (c) all intellectual property rights related to any of the foregoing.

4.3. Each party undertakes to comply with all applicable data protection regulations. To the extent that the Company, within the scope of the Services under this Agreement, processes personal data on behalf of Client or its affiliates, any such processing shall be in full compliance with a data processing agreement to be concluded prior to any such processing, which shall fulfil the requirements of Art. 28 of the General Data Protection Regulation (Regulation (EU) 2016/679). Company shall, at all times, take appropriate and state-of-the-art organizational and technical measures to ensure the availability, security, confidentiality and integrity of information, information systems, components and processes used in the provision of Services and all data provided or otherwise made available by or for Client. These requirements also apply to communication and cooperation with Client. Notwithstanding anything to the contrary, Company acknowledges that all data, whether entered into for or on behalf of Client or created from or in connection with use of the Services and/or Software, shall be attributed to Client, unless another third party is entitled to it under prevailing law. Company shall not claim ownership of or any other rights to this data and shall not use the data in particular for own purposes, big data purposes, such as for collecting data, creating databases or conducting data analyses. The right of Company to use the data for fulfilling this Agreement, to the extent required for that purpose, shall remain unaffected. No rights or licenses are granted except as expressly set forth herein.

5. PAYMENT

5.1. Fees. In return for the licenses provided herein, the Client will pay Enpass the amounts specified in the applicable Order (the “Fees”). Unless paid at the time of online checkout, Fees are due within thirty (30) days of receiving the applicable invoice. Except as explicitly stated herein, Fees are non-refundable.

5.2. Late Payment. If the Client fails to pay overdue Fees within ten (10) calendar days of receiving notice of the overdue payment, Enpass may suspend the Client’s and its Users’ access to the Services until all overdue Fees are paid in full.

5.3. Taxes. Client will pay any sales, use, excise, value-added or similar taxes or duties assessed on the Services (“Taxes”), except for taxes based on Enpass’s net income. Enpass will include any Taxes it is responsible for collecting and remitting on the applicable invoice.

5.4. Reseller Purchases. If the Client licenses the Services through an authorized Enpass reseller or distributor (each, a “Reseller”), the following terms apply:

5.4.1. Resellers may not modify these Terms.

5.4.2. Resellers are solely responsible for the completeness, accuracy, and processing (including collection and remittance of payment to Enpass) of any order for the Services placed with us on a Client’s behalf. We may suspend or terminate a Client’s rights to use the Service if we do not receive timely payment from the Reseller.

5.4.3. Refunds owed to Clients paying through a Reseller will be paid to the Reseller, who is responsible for distributing the refund to the Client.

6. TERM AND TERMINATION

6.1. Term. The Agreement will begin on the Effective Date and remain in effect for one (1) year or for the period specified in the Order (the “Initial Term”), unless terminated earlier as outlined herein. After the Initial Term, the Agreement will automatically renew for additional periods of the same duration as the Initial Term (each a “Renewal Term”, and collectively with the Initial Term, the “Term”) at Enpass’s then-current Fees, unless the Client provides written notice of non-renewal to Enpass at least thirty (30) days before the end of the current Term.

6.2. Termination. Either party may terminate the Agreement for a material breach of its provisions by the other party if the breach is not remedied within thirty (30) days after written notice. The Agreement may also be terminated immediately by either party upon written notice if the other party (i) begins insolvency, receivership, bankruptcy, or any other proceedings for the settlement of its debts (or if such proceedings are started by a third party and not dismissed within thirty (30) days), (ii) makes an assignment for the benefit of creditors, or (iii) ceases to conduct business in the normal course.

6.3. Effect of Termination. Upon termination or expiration of the Agreement, all licenses granted under it will immediately terminate, and the Client will pay any Fees incurred up to the termination date.

7. WARRANTY AND DISCLAIMER

Company represents and warrants to Client that
7.1. Company will perform the Services and Implementation Services in accordance with all terms and conditions of this Agreement and with due diligence in a professional quality conforming to generally accepted industry standards and practices as well as the state of art of technological development;

7.2. Company will only engage such specialists to perform the Services that have an adequate job experience in the role assigned to them and possess the skills and know how required to duly and timely fulfil the tasks assigned to them;

7.3. Company owns or has all the licenses or rights required to provide the Services to Client in the way as contemplated by this Agreement; and

7.4. all Services are unique and original, free and clear of any claims and encumbrances, and do not infringe the intellectual property rights of any third party and that there are no rights which would limit or exclude the rights granted to Client under this Agreement. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. INDEMNITY

8.1. CEach party shall indemnify, defend and hold harmless the other party and the other party’s directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty or expense of any kind or nature, arising out of or in connection with a party’s failure to meet its obligations under this Agreement.

8.2. Either party will not be responsible for any settlement it does not approve in writing. The foregoing indemnification obligations of Company do not apply if and to the extent portions or components of the Service are (i) not supplied by Company, (ii) made in whole or in part by way of Implementation Services in accordance with Client specifications, (iii) modified by Client or on Client’s behalf after delivery by Company, (iv) combined with other products, processes or materials used by Client and not recommended for use by Company where the alleged infringement relates to such combination, (v) used where Client continues allegedly infringing activity after being notified thereof by Company or after being informed of modifications by Company that would have avoided the alleged infringement, or (vi) used where Client’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Client a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, either party may terminate this Agreement and Company provides Client a refund of any prepaid, unused fees for the Service.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY WITHOUT LIMITATION IN CASE OF (i) WILFUL MISCONDUCT OR GROSS NEGLIGENCE, (ii) DEATH OR BODILY INJURY, (iii) INDEMNIFICATION OBLIGATIONS OR BREACHES OF SECTION 3 (CONFIDENTIALITY; PROPRIETARY RIGHTS), (iv) WHERE THE LAWS ON PRODUCT LIABILITY IMPOSE OVERRIDING LIABILITIES WHICH CANNOT BE EXCLUDED OR OTHER LEGALLY NON-PERMISSIBLE LIMITATIONS OF LIABILITY, OR (v) BREACHES OF ESSENTIAL CONTRACTUAL OBLIGATIONS IN WHICH CASE THE OTHER PARTY SHALL ONLY BE LIABLE FOR FORESEEABLE DAMAGES TYPICAL OF THE CONTRACT. IN CASES OF SIMPLE NEGLIGENCE, EITHER PARTY´S LIABILITY FOR DAMAGES – IRRESPECTIVE OF THE LEGAL BASIS –IS LIMITED TO 12 MONTHS FEES PAID OR PAYABLE OR ANTICIPATED TO BE PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT.

10. COMPLIANCE WITH LAWS

10.1. Company (in the following always including its affiliated companies, owner/shareholder, board members, directors, officers, representatives, and all others for whose actions it may be held accountable) shall comply with all applicable laws and regulations, including laws on the prevention of bribery and corruption and money laundering when performing its duties under this Agreement. This includes, in particular, the prohibition of illegal payments or the inducement of other inappropriate advantages, directly or indirectly, towards public officials and agencies, business partners, their employees, family members or other close relationships. Company agrees not to make any facilitation payments to any public official.

10.2. The parties agree to support each other in the prevention of bribery, corruption, money laundering and will inform each other immediately as soon as they know or suspect a violation of the applicable laws on the prevention of bribery and corruption and money laundering in relation to this Agreement or the fulfilment of obligations under this Agreement.

10.3. Client may terminate this Agreement with immediate effect, if and when Client learns that Company is in breach of this Section 9 or any anti-corruption or anti-money laundering regulation.

11. MISCELLANEOUS

11.1. Assignment. This Agreement cannot be transferred to another party without the prior written consent of both parties. However, an exception exists for situations involving a merger, reorganization, acquisition, or similar transfer of all or substantially all assets or voting securities (referred to as a “Change of Control”). If a permitted Change of Control occurs, the Client must update their account information. Any attempt to assign the Agreement outside of these permitted circumstances is void. This Agreement will apply to the successors and assigns of both parties following a permitted assignment.

11.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of Delaware and the United States, excluding any conflicts of law provisions and the United Nations Convention on the International Sale of Goods. Any legal disputes arising from this Agreement will be heard in the state and federal courts located in Wilmington, Delaware. Both parties agree to the jurisdiction of those courts.

11.3. Attorneys’ Fees and Costs. The party that prevails in any legal action related to enforcing this Agreement will be entitled to recover its attorneys’ fees and costs incurred during the action.

11.4. Notices. Except as otherwise stated in this Agreement, all notices and consents must be provided in writing and will be considered delivered when:

Given directly to the other party.
Sent by certified or registered U.S. mail with a return receipt requested.
Delivered one business day after sending by a reputable overnight courier service.
Received by email.

Both parties can update their contact information by notifying the other party in writing. Notices to the Company must be sent to their Legal Department at the specified address, with a copy sent by email. Notices to the Client will be sent to the address listed in your order (if provided) or to the email address associated with your order. The Company may also send notices through their service.

11.5. Waivers and Severability. Any decision to waive a provision of this Agreement must be made in writing and signed by an authorized representative of the waiving party. Simply overlooking a rule does not constitute a waiver. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be limited to the minimum extent necessary so that the rest of the Agreement remains in full force and effect.

11.6. Force Majeure. Neither party will be held liable for any delays or failures to fulfill their obligations under this Agreement (except for payment obligations) if caused by events beyond their reasonable control. These events include strikes, wars, internet or utility outages, government licensing issues, or natural disasters.

11.7. Independent Contractors. Both parties to this Agreement are independent contractors and are not considered agents, partners, or a joint venture.

11.8. Export Control. The Client agrees to comply with all relevant U.S. and international export and import laws while using the service. The Client represents and warrants that they are not on any U.S. government list of prohibited or restricted parties and are not located in (or a national of) a country subject to a U.S. government embargo or designated as a “terrorist supporting” country. The Client further agrees not to use the service in violation of any U.S. export embargo, prohibition, or restriction and will not submit any information controlled under the U.S. International Traffic in Arms Regulations.