Legal Resources

View all legal resources below.

End User Subscription Agreement

Website Terms of Service

Service Level Agreement

Data Processing Agreement

List of Sub-Processors

Modern Slavery Statement

End User Subscription Agreement

END USER SUBSCRIPTION AGREEMENT

This End User Subscription Agreement (the “Agreement”) governs the purchase, access, and use of Products by the Customer listed on an Order (hereinafter “Customer” or “You” or “Your”). In order to use or receive the benefits of any Product, You must purchase the applicable Product through an Order. If Portnox introduces new Products in the future, such Products will be governed by this Agreement, depending on their Product category (i.e. SaaS or Software).

If You are receiving access to or use of Products for proof of concept, beta testing, interactive demo, or other similar evaluative purposes (the “Evaluation Products”), then You may only use the Evaluation Products for Your own internal evaluation purposes for a period of up to thirty (30) days from the date of first access to the Evaluation Products. You and Portnox may, upon mutual written agreement, extend the Evaluation Period. At the end of the Evaluation Period, You must delete all Software and other components (including Documentation) related to the Evaluation Products, or You may be invoiced for the then-current list price for the Evaluation Products. If you are evaluating SaaS, You understand that Portnox may disable access to the SaaS automatically at the end of the Evaluation Period, without notice to You. If You are participating in an interactive demo, You agree and understand that You will receive one instance of the SaaS which is shared with other prospective Portnox customers and users.

IF YOU HAVE ARRIVED AT THIS PAGE DURING THE PROCESS OF INSTALLING, DOWNLOADING, ACCESSING, OR DEPLOYING A PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT BY PROCEEDING WITH THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE OF THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DISCONTINUE THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE. IF YOU PROCEED WITH INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND THE CUSTOMER.

This Agreement may be periodically updated and the current version will be posted at www.portnox.com/legal. Your continued use of the Products after a revised Agreement has been posted constitutes your acceptance of its terms.

1. DEFINITIONS.

1.1 “Affiliate” means any entity controlled, directly or indirectly, by, under common control with, or controlling a party, and specifically includes without limitation, subsidiaries, partnerships, joint ventures, and other entities or operations for which the Party has operational or management control. For the purposes of this definition, control means the power to direct, or cause the direction of, the management and policies of such entity whether by contract, law, or ownership of the majority of the voting shares or assets of another entity.

1.2 "Aggregated Data” means Customer Data that is (i) anonymized, and not identifiable to any person or entity, (ii) combined with the data of other customers or additional data sources, and (iii) presented in a manner from which Customer’s or Authorized Users’ identity may not be derived.

1.3 “Authorized User” means an employee, agent, contractor, physical device inclusive of internet of things devices or other third party authorized by Customer and/or its Affiliates to access, use, download, deploy, or install the Products. Other than Customer using Evaluation Products, all Authorized Users must have a paid license to use the Products set forth in a current Order.

1.4 “Customer Data” means all data or information submitted by or on behalf of Customer to the Products.

1.5 “Deployment Services” means the deployment services for the Products provided by Portnox to Customer.

1.6 “Documentation” means the documentation and usage guidelines for the Products, as updated from time to time by Portnox.

1.7 “Fees” means any fees paid or to be paid for Products under an Order.

1.8 “Force Majeure Event” means any circumstances which are unforeseeable, and beyond the reasonable control of the party affected, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider or hosting facility failures or delays, hardware, software or power systems not provided by Portnox, or acts undertaken by third parties.

1.9 “Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.

1.10 “Order” means a written order form/sales proposal, purchase order, or similar ordering document for Products submitted to, and approved, by Portnox and/or Partner.

1.11 “Partner” means the Portnox-approved partner authorized by Portnox to resell or otherwise provide Products to end user customers.

1.12 “Products” means, collectively, all Portnox SaaS, Software, Deployment Services, and Support Services, including all Upgrades.

1.13 “SaaS” means the subscription cloud-based service provided by Portnox for the Subscription Term set forth in the Order.

1.14 “SLAs” means the Service Level Agreements provided by Portnox for each applicable Product, as further described at https://www.portnox.com/legal/ .

1.15 “Software” means any Portnox software, utility, tool or other computer or program code provided directly or indirectly to Customer in object (binary) code only, as well as any copies (whether complete or partial) made by or on Customer’s behalf. The term “Software” also includes any updates, upgrades or other new features, functionality or enhancements to the Software made available directly or indirectly to Customer.

1.16 “Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms (as defined in Section 7.2) together.

1.17 “Support Services” means the support services provided by Portnox with respect to each applicable Product, including Elite Support Services provided through a Named Support Representative (“NSR”), as further described at www.portnox.com.

1.18 “Upgrades” means all modifications, enhancements and corrections to the Products made by Portnox, including corrections of failures to conform to or to operate in accordance with the Documentation; temporary and permanent error corrections delivered as part of the Support Services; and all additions, updates, new versions and releases, and new features, and changes made by Portnox in response to legal, technological or other developments. For clarity, “Upgrades” does not include any additional features or enhancements made available to customers by Portnox for an additional cost.

1.19 “Portnox Materials” means all Portnox proprietary materials, Intellectual Property Rights for all Products and Documentation, Portnox’s processes and methods, and/or materials distributed by Portnox during any presentations, proof of concepts, or demonstrations of the Products.

2. ORDERS. Customer and/or Customer Affiliates may purchase Products through an Order. All Orders shall be governed by the terms and conditions in this Agreement and the Documentation regarding Customer’s and its Affiliate’s access and use of the Products. For clarity, Portnox will not be obligated to provide any Products to Customer or its Affiliate(s) until Portnox receives a valid Order for such Products. Customer and any Customer Affiliate agrees that its purchase of any Products is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Portnox with respect to any future functionality or features.

3. PAYMENT. Customer hereby agrees to pay Portnox the fees set forth in the Order in accordance with the payment terms set forth therein. Customer will pay invoices for the Products within 30 days of the invoice date unless the Order specifically states otherwise.

Any fees, not paid when due, are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. In addition, if Customer is more than 30 days late in paying an invoice, without prejudice to any other rights and remedies available to Portnox under any applicable law, Portnox may, at its sole discretion without liability to the Customer, disable, suspend or terminate the Customer’s and/or anyone on its behalf (as applicable) access to all or part of the Products, and Portnox shall be under no obligation to provide any or all of the Products while the invoice(s) concerned remain unpaid.

All fees are non-cancellable and non-refundable; the fees exclude any applicable taxes, accordingly Customer hereby agree to pay applicable taxes and similar charges, including sales, usage, excise and value added taxes, but excluding withholding taxes and taxes solely based on Portnox’s net income. Nothing in this Agreement requires either party to pay income taxes or similar charges of the other party.

4. SUBSCRIPTION RIGHTS; INTELLECTUAL PROPERTY RIGHTS; RESTRICTIONS; AND GUIDELINES.

4.1 Subscription Rights. Subject to the terms and conditions in this Agreement, Portnox grants Customer and its Affiliates a limited, non-transferable, non-assignable (except as set forth in this Agreement), non-exclusive right to access and use the Products during the Subscription Term for the quantity of purchased Products set forth in the Order.

4.2 Access and Use of Products. Customer agrees to only access and use the Products in accordance with this Agreement and the applicable Documentation, including any relevant Product usage guidelines. Customer and Portnox agree to work together in good faith to promptly resolve any unauthorized access or use of the Products by Customer.

4.3 Ownership and Intellectual Property Rights.

4.3.1 Portnox. All rights and title in and to the Products, Portnox Materials, and Documentation, including all Intellectual Property Rights inherent therein, belong exclusively to Portnox and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement.

4.3.2 Customer. All rights and title in and to the Customer Data, including all Intellectual Property Rights inherent therein, belong exclusively to Customer. No rights are granted to Portnox other than as expressly set forth in this Agreement.

4.4 Restrictions. Customer and its Authorized Users (i) shall not (a) use the Products in excess of the amount of devices licensed by Customer under a current Order; (b) modify, copy, display, republish or create derivative works based on the Products or Portnox Materials; (c) reverse engineer the Products; (d) access or use the Products to build a competitive product or service, or copy any ideas, features, functions or graphics of the Products; (e) use the Products in any way prohibited by applicable law or that would cause either party to violate applicable law; (f) provide to Portnox any Customer Data that is not compliant with all applicable data privacy laws; (g) use the Products to run automated queries to external websites (since such websites may include Portnox IPs in their respective IP block lists); (h) interfere with or disrupt the integrity or performance of the Products or the data contained therein; (i) attempt to gain unauthorized access to the Products or its related systems or networks; (j) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Products; (k) perform penetration or load testing on the Products or Portnox’s cloud without the prior written consent of Portnox and agreeing to certain conditions and requirements for such penetration or load testing; or (l) without the express prior written consent of Portnox, conduct any public benchmarking or comparative study or analysis involving the Products; and (ii) agree to (a) use the Products solely for its internal business purposes; (b) only permit access to the Products by Authorized Users; and (c) not access or use the Products from a prohibited location in violation of U.S. trade and economic sanctions, including without limitation, Cuba; Iran; North Korea; Syria; the so-called Donetsk People’s Republic, the Luhansk People’s Republic, or Crimea Regions of Ukraine; or any other country/region that becomes prohibited.

4.5 Customer Guidelines and Responsibilities. Customer agrees and understands that: (i) it is responsible for all activity of Authorized Users and for Authorized Users’ compliance with this Agreement; (ii) it shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; (b) prevent unauthorized access to, or use of, the Products, and notify Portnox promptly of any such unauthorized access or use; and (c) comply with all applicable laws and/or regulations in using the Products; (iii) the Products shall not include any equipment or third party licenses necessary for Customer to use the Products, which shall be Customer’s sole responsibility; (iv) it is responsible for supplying Portnox with any technical data and other information and authorizations that Portnox may reasonably request to allow Portnox to provide the Products to Customer; and (v) Portnox shall have the right to: (a) use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Products without restriction and without obligation to Customer (collectively “Feedback”); (b) utilize information collected regarding Customer’s use of the Products for the purposes of (1) maintaining, improving and/or analyzing the SaaS, including providing advanced analytics and reporting to Customer, and/or (2) complying with all legal or contractual requirements; and (c) develop and commercialize benchmarks and measures based on Aggregated Data. The foregoing shall in no way limit Portnox’s confidentiality and security obligations set forth in this Agreement. Portnox acknowledges that all Feedback is provided “As-Is” without warranty of any type.

4.6 Portnox Guidelines and Responsibilities.

4.6.1 Portnox shall process, use, and/or access Customer Data only for the purpose of providing the Products to Customer. Portnox may process and store Customer Data in the European Economic Area (the “EEA”), the United States and in other countries and territories; however, Customer may choose during the deployment process to utilize the Products in either (1) the United States or (2) the European Union or (3) in both for geographic redundancy. To facilitate its global operations, Portnox may transfer and access Customer Data from around the world, including from other countries in which Portnox has operations. Any such transfers will be done in compliance with applicable laws and regulations.

4.6.2 Portnox maintains reasonable and appropriate physical, organizational, administrative, and technical safeguards designed to protect Customer Data from loss, misuses, unauthorized access, disclosure, alteration, and destruction (“Security Measures”). Portnox is certified under ISO 27001 and System and Organization Controls (SOC) 2, Type II standards and is audited annually by a third party to ensure its ongoing compliance with these certifications. Portnox regularly tests, assesses and evaluates the effectiveness of the Security Measures. Upon written request, Portnox agrees to provide Customer with a copy of its most recent ISO 27001 certificate and/or SOC 2, Type II report. Portnox will not materially decrease the Security Measures during the Subscription Term. Portnox will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and subcontractors/sub-processors to the extent applicable to their scope of performance.

4.6.3 Portnox reserves the right to suspend Customer’s access to or download of Products in the event Customer’s use of the Products represents an imminent threat to Portnox, or if directed by a court or competent authority. In such cases, Portnox will (i) suspend such Products only to the extent reasonably necessary to prevent any harm to Portnox; (ii) use its reasonable efforts to promptly contact Customer and work with Customer to promptly resolve the issues causing the suspension of such Products; and (iii) reinstate any suspended Products immediately after any issue is abated.

5. WARRANTIES.

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

5.2 SaaS and Software Warranty. Portnox warrants that the SaaS and/or Software will (i) substantially conform to the Documentation; and (ii) be provided in accordance with the SLAs. If Customer believes the warranty stated in this Section has been breached, Customer must notify Portnox of the breach no later than thirty (30) days following the date the warranty was allegedly breached, and Portnox will promptly correct the non-conformity at its own expense if a breach of this warranty occurred.

5.4 Deployment Services Warranty. Portnox shall provide the Deployment Services and warrants that the Deployment Services will be performed in a professional manner in accordance with industry standards for like services. If Customer believes the warranty stated in this Section has been breached, Customer must notify Portnox of the breach no later than thirty (30) days following the date the Deployment Services was provided, and Portnox will promptly correct or re-perform the Deployment Services at its own expense if a breach of this warranty occurred.

5.5 Support Services and NSR Warranty. Portnox shall provide the Support Services and warrants that the Support Services, including Elite Support Services provided by a NSR, will be performed in a professional manner in accordance with industry standards for like services, but does not guarantee that every question or problem will be resolved. Portnox’s obligation to provide Elite Support Services, through a NSR or otherwise, does not include services requested as a result of causes or errors which are not attributable to Portnox or its authorized agents. Customer agrees to provide reasonable support information necessary to understand and resolve the incident, which may include log files, configuration files and/or error messages.

5.6 Warranty Remedies. Excluding service credits contained in the SLA which is further described at https://www.portnox.com/legal/, the remedies stated in Sections 5.2 through 5.5 above are the sole remedies, and Portnox’s sole obligation, with respect to Products that fail to comply with the foregoing warranties.

5.7 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. PORTNOX EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR THAT THE PRODUCTS WILL BE ERROR-FREE.

6. CONFIDENTIAL INFORMATION.

6.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Products, the Portnox Materials, Portnox’s security information and reports, and each party’s respective business and marketing plans, technology and technical information, product designs, and business processes. The obligations in this Section shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality; (iii) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (iv) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality.

6.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Either party may disclose Confidential Information on a need-to-know basis to (i) its personnel, auditors, and Affiliates who are subject to the same confidentiality obligations, and (ii) its attorneys and accountants who are either subject to professional obligations of confidentiality or have agreed to be bound by confidentiality obligations at least as protective as those set out herein.

6.3 Protection. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.

6.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

6.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) or the Disclosing Party reasonably believes that the Receiving Party may disclose or use any Confidential Information of the Disclosing Party in breach of the confidentiality protections hereunder, or if the Receiving Party is compelled to disclose (or is likely to become compelled to disclose) any Confidential Information of the Disclosing Party pursuant to Section 6.4, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts or seek a protective order regarding such acts.

7. TERM AND TERMINATION.

7.1 Agreement Term. This Agreement shall continue in effect for the Subscription Term.

7.2 Order Term. The initial term of Customer’s subscription to the Products will begin on the start date set forth in an Order and will continue for the period of time stated in the Order (“Initial Subscription Term”). Except as otherwise specified in your Order, unless either party cancels your subscription, in accordance with Section 13.2 contained herein, at least thirty (30) days prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to 12 months (“Renewal Subscription Term”) and your Fees may increase by up to 8%. You will provide any notice of non-renewal by contacting as set forth below in Section 13.2. Cancelling your subscription means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. In the event that Portnox wishes to increase the Fees of a Renewal Subscription Term in excess of 8% of the prior Subscription Term, Portnox will deliver a quote which you may either sign prior to the expiration of your then Subscription Term or Portnox will consider this Contract to have been affirmatively terminated by Customer. In the event that Customer wishes to renew Software or Support Services previously licensed from Portnox that have lapsed or reduce the quantity of of Software or Support Services licensed in the previous Subscription Term, Customer’s renewal will be charged at the then-current list prices.

7.3 Termination for Material Breach. Either party may terminate this Agreement and any Order: (i) if the other party is in material breach of any of the terms and conditions of this Agreement and does not cure such material breach within thirty (30) days of receiving notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

7.4 Effect of Termination. The following provisions shall survive the termination of this Agreement and all Orders: Section 3 (Payment), Section 4 (Subscription Rights; Intellectual Property Rights; Restrictions; and Guidelines), Section 5.7 (Disclaimer of Warranties), Section 6 (Confidential Information), Section 7.4 (Effect of Termination), Section 8 (Indemnity), Section 9 (Limitation of Liability), Section 10 (Data Protection and Privacy), Section 12 (Export Control, Anti-Corruption, and Commercial Item Software), and Section 13 (General Provisions).

8. INDEMNITY.

8.1 Portnox Indemnity. Portnox will, subject to Section 9 (Limitation of Liability), indemnify Customer from and against any claim against Customer by reason of Customer’s use of the Products as permitted hereunder, brought by a third party alleging that the Products or Portnox Materials infringe or misappropriate that third party’s valid United States, European Union, or United Kingdom patent, copyright, trademark or trade secret. Portnox shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Portnox for such defense. If the Products, or parts thereof, become, or in Portnox’s opinion may become, the subject of an infringement claim, Portnox may, at its option: (a) procure for Customer the right to continue using the Products as set forth herein; (b) replace or modify the Products to make it non-infringing, provided that such replacement or modification does not compromise Portnox’s obligations under this Agreement; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Portnox, terminate this Agreement and the applicable Order and refund Customer, on a pro-rated basis, any pre-paid Fees for the corresponding unused portion of the Subscription Term. Portnox will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by: (i) Customer’s use of a Product not in accordance with the Documentation; (ii) modification of a Product by anyone other than Portnox; or (iii) the combination, operation, or use of any Product with hardware or software not provided by Portnox where the Product would not by itself be infringing absent such combination, operation, or use. THIS SECTION 8.1 STATES PORTNOX’S ENTIRE LIABILITY AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PRODUCTS OR PORTNOX MATERIALS.

8.2 Customer Indemnity. Customer will defend and indemnify Portnox from and against any claim brought by a third party against Portnox arising from or related to Customer’s violation of Section 4.4 of this Agreement.

8.3 Indemnity Procedure. The indemnification obligations in this Section shall be subject to the indemnified party: (i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.

9. LIMITATION OF LIABILITY.

9.1 Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES OF ANY KIND, OR ANY LOST PROFITS OR LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

9.2 Limitation of Monetary Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT: (A) IN NO EVENT SHALL PORTNOX BE LIABLE, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE, FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, LOSS OR CORRUPTION OF DATA OR INFORMATION, PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT PUNITIVE, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER SIMILAR LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE PRODUCTS AND/OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS; AND (B) IN NO EVENT SHALL PORTNOX'S TOTAL AGGREGATE LIABILITY, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, MISUSE, INABILITY TO USE, OR THE RELIANCE UPON, THE PRODUCTS AND/OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND/OR THE PRODUCTS, EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR THE PRODUCTS DURING THE 12 MONTHS PERIOD PRECEDING THE DATE ON WHICH THE CLAIM LEADING TO LIABILITY AROSE.

10. DATA PROTECTION AND PRIVACY.

10.1 Scope. This Section 10 applies to all personal data (as defined under applicable laws) processed by the Products on behalf of Customer or otherwise provided by Customer to Portnox in connection with this Agreement (“Personal Data”). For purposes of this Agreement, Portnox is a “processor” that processes certain Personal Data on behalf of Customer, who is the “controller.” Under European Union (EU) privacy legislation, the term “controller” is defined as the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of personal data, and the term “processor” is defined as a natural or legal person, public authority, agency or any other body which processes personal data on behalf of the controller.

10.2 Data Protection and Privacy. Portnox shall comply with all data protection and privacy laws applicable to its processing of Personal Data, including (without limitation) the California Consumer Privacy Act of 2018 (the “CCPA”) and the General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”).

10.3 Customer Responsibilities. Customer’s instructions to Portnox for the processing of Personal Data shall comply with all applicable data protection laws. Customer will have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer shall ensure that it is entitled to transfer the Personal Data to Portnox so that Portnox may lawfully use, process and transfer the Personal Data in accordance with this Agreement on Customer’s behalf.

11. CHANGES TO THE PRODUCTS

11. 1 Product Changes. Portnox reserves the right at any time and from time to time to modify, temporarily or permanently, the Products (or any part thereof), provided such modification does not materially diminish the functionality of the Products to the Customer on which the Customer materially relies. Notwithstanding the foregoing, except for routinely scheduled down time, or as otherwise provided in this Agreement, Portnox shall use commercially reasonable efforts to notify Customer prior to any such modification; Customer acknowledges that Portnox reserves the right to discontinue offering the Products at the conclusion of Customer’s then current Term. Customer agrees that Portnox will not be liable to Customer or any third party for any modification or discontinuance of the Service as described in this Section 11.

12. EXPORT COMPLIANCE, ANTI-CORRUPTION, AND COMMERCIAL ITEM SOFTWARE.

12.1 Export Compliance. The Products and other software or components of the Products which Portnox may provide or make available to Customer may be subject to United States export control and economic sanctions laws and other foreign trade controls. The parties agree to comply with applicable laws in connection with this Agreement, including without limitation, applicable U.S. and foreign export controls, economic sanctions, and other trade controls.

12.2 Anti-Corruption. In performing this Agreement, the parties agree to comply at all times with the applicable laws related to money-laundering, bribery, and anti-corruption, including the Foreign Corrupt Practices Act, the UK Anti-bribery Act, and any other applicable anti-corruption legislations (“Anti-corruption Laws”). Each of the parties agrees and warrants that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.3 Commercial Item Software. The Products and Documentation are “commercial items”, “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All Products and Portnox Materials are and were developed solely at private expense. Any use, modification, reproduction, release, performance, display or disclosure of the Products, Portnox Materials and Documentation by the United States Government shall be governed solely by this Agreement and shall be prohibited except to the extent expressly permitted by this Agreement.

13. GENERAL PROVISIONS.

13.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.2 Notices. In the event that a Customer wishes to terminate their Order at the end of their then current Subscription Term, they may notify Portnox via email by reaching out to [email protected]. All legal notices required to be sent hereunder shall be in writing, addressed to receiving party’s current business contact, if known, with a cc: to the Legal Department of the receiving party, and sent to the party’s address as listed in this Agreement, or as updated by either party by written notice. Notices shall be effective upon receipt and shall be deemed to be received as follows: (i) if personally delivered by courier, when delivered; or (ii) if mailed by first class mail, or the local equivalent, on the fifth business day after posting with the proper address.

13.3 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

13.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

13.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld), except that either party may assign this Agreement in its entirety, without the consent of the other party, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.6 Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act.

13.7 Force Majeure. Neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is due to a Force Majeure Event. The party affected shall be relieved from its obligations (or part thereof) for the time that the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.

13.8 Evaluation Products. From time to time, Portnox may make available certain Products for proof of concept, beta testing, interactive demo, or other similar evaluative purposes (the “Evaluation Products”). Customer shall only access and use the Evaluation Products for internal evaluation purposes for a period up to thirty (30) days from the date of first access to the Evaluation Products, unless otherwise agreed to by the parties (the “Evaluation Period”). At the end of the Evaluation Period, Customer Data will be deleted pursuant to Portnox’s standard retention and deletion periods, unless otherwise agreed to by the parties. For any Evaluation Products, only Sections 4, 5.7, 6, 9, 10, 12, 13, and the applicable definitions in Section 1 of this Agreement shall apply.

13.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. No terms or conditions set forth on any Customer purchase order, preprinted form or other document shall add to or vary the terms and conditions of this Agreement, and all such terms or conditions shall be null and void.

Website Terms of Service

Terms of Service

1. ACCEPTANCE OF TERMS

Portnox Security, LLC and affiliated entities ("Portnox") provides technology-enabled services, including the website at https://www.portnox.com and other related software, content, and services, including all versions and upgrades thereto (collectively, the "Services). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service ("TOS"). Portnox may, at its discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the "Terms of Service" link within the Services, or as otherwise made available by Portnox.

PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.

2. TRADEMARKS

You may not use the Portnox names, brands, trademarks, service marks and logos that Portnox makes available on the Services ("Marks"). Portnox claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Portnox. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Portnox's benefit.

3. PRIVACY POLICY

In addition to this TOS, the Portnox Privacy Policy at https://portnox.com/privacy-policy ("Privacy Policy") applies to how Portnox may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Portnox may receive certain information about you, including personal data, as set forth in the Privacy Policy, and Portnox may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.

4. PROPRIETARY RIGHTS

(a) You grant Portnox and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.

(b) The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Portnox retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Portnox, Portnox and its licensors owns all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Portnox reserves all rights not expressly granted to you in this TOS.

(c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify Portnox immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, Portnox reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.

5. USER CONDUCT AND RESTRICTIONS

(a) In your use of the Services, you will not:

(i) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;

(ii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;

(iii) interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;

(iv) provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet "links" to the Services or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device;

(v) access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;

(vi) violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;

(vii) remove or obscure any proprietary notice that appears within the Services;

(viii) impersonate any person or entity, including Portnox personnel, or falsely state or otherwise misrepresent your affiliation with Portnox, or any other entity or person;

(ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;

(x) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or

(xi) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.

(b) You will not: upload, post, email, store, transmit, or otherwise make available any content that:

(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or otherwise objectionable;

(ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);

(iii)infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;

(iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;

(v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;

(vi) contains infringing, libelous, or otherwise unlawful or tortious material; or

(vii) consists of information that you know or have reason to know is false or inaccurate.

(c) Portnox's failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by Portnox, and does not create a private right of action for any other party.

6. FEEDBACK

If you elect to provide or make available to Portnox any suggestions, comments, ideas, improvements or other feedback relating to the Services ("Feedback"), Portnox shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.

7. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

The Services may include or provide access to third party products, services, content, or offerings, including advertising for such ("Third Party Services"). You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that terms and policies are solely between you and the advertiser or other third party. You agree that does not endorse and is not responsible or liable for any issues related to Third Party Services.

8. INDEMNIFICATION

You shall indemnify and hold Portnox and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, "Portnox Parties") harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys' fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) content you provide to Portnox; (b) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Services, except as expressly permitted in this TOS.

9. DISCLAIMER OF WARRANTIES

(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PORTNOX PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(b) PORTNOX PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.

(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.

(d) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

10. LIMITATION OF LIABILITY

(a) PORTNOX PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF PORTNOX PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL PORTNOX PARTIES' TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO PORTNOX FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.

(b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. SUSPENSION AND TERMINATION

(a) Either party may terminate this TOS at any time.

(b) If you violate this TOS, Portnox may, with or without notice to you, immediately suspend or terminate your access and use of the Services.

(c) Portnox reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Portnox shall not be liable to you or any third party for any such modification or discontinuance;

(d) Upon termination of this TOS for any reason: (i) Portnox, in its sole discretion, may remove and discard your content and information; (ii) you will immediate cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination. Further, you agree that that Portnox shall not be liable to you or any third party for any termination of your account or access to the Services.

12. GOVERNING LAW

This TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.

13. BINDING ARBITRATION AND CLASS ACTION WAIVER

(a) ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT'S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

(b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA's rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

(c) WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

(d) Notwithstanding anything to the contrary, you and Portnox may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.

(e) If Portnox implements any material change to this Section 13, such change shall not apply to any Claim for which you provided written notice to Portnox before the implementation of the change.

14. LEGAL COMPLIANCE

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a "terrorist supporting" country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

15. U.S. GOVERNMENT ENTITIES

This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies as "commercial items" as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that that such items are "commercial computer software" and "commercial computer software documentation" as defined in this section; and (ii) acceptance of the rights and obligations herein.

16. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide Portnox's Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Portnox's Agent for Notice of Copyright Claims. Portnox's Agent for Notice of Copyright Claims can be reached as follows:

Agent for Notice of Copyright Claims
5707 Southwest Parkway
Building Two, Suite 260
Austin, Texas 78735
Email: [email protected]

17. CALIFORNIA USERS & RESIDENTS

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18. GENERAL PROVISIONS

This TOS constitutes the entire agreement between you and Portnox concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Portnox with respect to such subject matter. In the event of any conflict between or among this TOS and any end user license agreement, privacy policy or usage guidelines to which this TOS refers, the terms and conditions of this TOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by you and an authorized representative of Portnox. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words "such as," "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." You may not assign or delegate any right or obligation under this TOS without the prior written consent of Portnox. The failure of Portnox to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of or delay in performance by Portnox hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

Service Level Agreement

Click here to view Portnox’s Service Level Agreement

Data Processing Agreement

DATA PROCESSING AGREEMENT

Insofar as Portnox Security, LLC and affiliated entities (“Data Processor”) will be processing personal data on behalf of Customer (“Data Controller”) in the course of performing the Customer's Software as a Service Agreement and as may be indicated on such Customer's Order (collectively and together with any addenda, exhibits or schedules thereto, the “Agreement”), the terms of this Data Processing Agreement (“DPA”) shall apply. Any capitalized terms not otherwise defined in this DPA shall have the meaning given to them in the Agreement. In the event of a conflict between any provisions of the Agreement and this DPA, the provisions of this DPA shall govern and control with regard to the processing of personal data. References to “Data Protection Laws” shall mean any law applicable to Data Processor's processing or use of personal data, including (to the extent applicable), Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), The California Consumer Privacy Act of 2018, AB375, Title 1.81.5, including any implementing law, as amended (“CCPA”) and The United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”).

Processing.
1. Data Processor will only process, store, and use the personal data it receives from the Data Controller as necessary to provide the Services, the business purposes as set forth in the Agreement, or Data Controller's prior written instructions. The Data Processor shall never retain, use, disclose, sell, or process the personal data other than as specified in the Data Controller's documented instructions or as otherwise permitted by law.

1. The Data Controller has all necessary rights to provide the personal data to the Data Processor for the processing to be performed in connection with the Services. To the extent required by Data Protection Laws, the Data Controller is responsible for providing all necessary privacy notices to data subjects, and unless another legal basis set forth in the Data Protection Laws supports the lawfulness of the processing, and for obtaining any necessary consents from data subject to the processing required under the Agreement. Should such a consent be revoked by a data subject, the Data Controller will inform the Data Processor of such revocation, and the Data Processor is responsible for implementing Data Controller's instruction with respect to the processing of such personal data.

Confidentiality.

The Data Processor shall treat all personal data as Confidential Information under the Agreement, and it shall inform all its employees, agents and approved sub-processors engaged in processing the personal data of the confidential nature of the personal data. The Data Processor shall ensure that all such persons or parties have signed confidentiality agreements with obligations no less restrictive in the use and protection of Confidential Information than those in the Agreement.

Security Measures.
Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall implement appropriate technical and organizational measures to ensure a level of security of the processing of personal data appropriate to the risk. The Data Processor shall maintain and follow written security policies that are fully implemented and applicable to the processing of personal data. At a minimum, such policies will include assignment of internal responsibility for information security management, devoting adequate personnel resources to information security, carrying out verification checks on permanent staff who will have access to the personal data, conducting appropriate background checks, requiring employees, vendors and others with access to personal data to enter into written confidentiality agreements, and conducting training to make employees and others with access to the personal data aware of information security risks presented by the processing.

At the request of the Data Controller, the Data Processor shall demonstrate the measures it has taken pursuant to this Article 3 and shall allow the Data Controller to audit and test such measures, to the extent it does not require providing access to other customers' data. Subject to such restriction, the Data Processor shall cooperate with such audits carried out by or on behalf of the Data Controller, shall grant the Data Controller´s auditors reasonable access to any premises and devices involved with the processing of the personal data, and shall provide the Data Controller´s auditors with access to any information relating to the processing of the personal data as may be reasonably required by the Data Controller to ascertain the Data Processor´s compliance with this DPA.

Data Transfers.

Data Processor may transfer personal data across the border to a country outside of the United States, as necessary to provide the Services. Upon request by the Data Controller, Data Processor will provide details of its transfers of EEA personal data outside of the United States.

Security Breach.

The Data Processor will notify the Data Controller without undue delay upon discovery of any suspected or actual security or confidentiality breach or other compromise of personal data, describing the breach in reasonable detail, the status of any investigation or mitigation taken by the Data Processor, and if applicable, the potential number of data subjects affected. Data Processor will not communicate with any third party regarding any security breach except as specified by other party or by applicable law.

Subprocessors.

The Data Processor may subcontract any of its Services-related activities or allow any personal data to be processed by a third party, provided that such subprocessors are bound by data protection obligations compatible with those of the Data Processor under this DPA.

Data Subject Rights.

The Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as it is possible, for the fulfilment of the Data Controller's obligation to respond to requests for exercising the data subject's rights under the Data Protection Laws.

List of Sub-Processors

Portnox Sub-processor Policy

Portnox uses certain Sub-processors and content delivery networks to assist it in providing the Portnox Cloud Services as described in the End User Subscription Agreement (“EUSA”) and further articulated in the Data Processing Agreement (“DPA”). Defined terms used herein shall have the same meaning as defined in the EUSA.

What is a Sub-processor

A Sub-processor is a third-party data processor engaged by Portnox who receives Service Data (which may contain Personal Data) from Portnox for processing on behalf of our Subscribers and the terms of its written subcontract. Portnox engages different types of Sub-processors to perform various functions as explained in the tables below.

Due Diligence

Portnox undertakes a commercially reasonable selection process by which it evaluates the security, privacy, and confidentiality practices of proposed Sub-processors.

Contractual Safeguards

Portnox generally requires its Sub-processors to satisfy equivalent obligations as those required from Portnox (as a Data Processor) as set forth in Portnox’s Data Processing Agreement (“DPA”), including but not limited to the requirements to:

Process Personal Data in accordance with data controller’s (i.e., Subscriber’s) documented instructions (as communicated in writing to the relevant Sub-processor by Portnox);
In connection with their sub-processing activities, use only personnel who are reliable and subject to a contractually binding obligation to observe data privacy and security, to the extent applicable, pursuant to applicable data protection laws;
Provide regular training in security and data protection to personnel to whom they grant access to Personal Data;
Implement and maintain appropriate technical and organizational measures (including measures consistent with those to which Portnox is contractually committed to adhere to insofar as they are equally relevant to the Sub-processor’s Processing of Personal Data on Portnox’s behalf) and provide an annual certification that evidences compliance with this obligation. In the absence of such certification Portnox reserves the right to audit the Sub-processor;
Promptly inform Portnox about any actual or potential security breach; and
Cooperate with Portnox to deal with requests from data controllers, data subjects or data protection authorities, as applicable.

Sub-processors which incidentally have access to Your Service Data in Portnox Cloud Services and are used to provide specific features or components of the product outside of the core hosting of Service Data (“Portnox Cloud Specific Sub-processors”) are regularly reviewed by Portnox to ensure they work towards implementing each of the standards described in this Section. However, Portnox Cloud Specific Sub-processors may not currently meet all of the measures identified above.

This policy does not give Subscribers any additional rights or remedies and should not be construed as a binding agreement. The information herein is only provided to illustrate Portnox’s engagement process for Sub-processors as well as to provide the actual list of third party Sub-processors and content delivery networks used by Portnox Cloud as of the date of this policy (which Portnox may use in the delivery and support of its Services).

If you are a Portnox Subscriber and wish to enter into our DPA, please email us at [email protected].

Process to Engage New Sub-processors:

For all Subscribers who have executed Portnox standard DPA, Portnox will provide notice via this policy of updates to the list of Sub-processors that are utilized or which Portnox proposes to utilize to deliver its Services. Portnox endeavors to keep this list updated regularly to enable its Subscribers to stay informed of the scope of sub-processing associated with the Portnox Cloud Services.

Pursuant to the DPA, a Subscriber may object in writing to the Processing of its Personal Data by a newly appointed Sub-processor within thirty (30) days following the update of this policy and such objection shall describe Subscriber's legitimate reason(s) for objection. If Subscriber does not object during such time period, the new Sub-processor(s) shall be deemed accepted.

If a Subscriber objects to the use of a newly appointed Sub-processor pursuant to the process provided under the DPA, Portnox shall have the right to cure the objection through one of the following options (to be selected at Portnox’s sole discretion) by either:

instructing the Sub-processor to cease the Processing of Subscriber's Personal Data, in which event the DPA shall continue unaffected; or
allowing Subscriber to terminate their DPA and any related services agreement with Portnox immediately and provide it with a pro rata reimbursement of any sums paid in advance for Services to be provided, but not yet received by Subscriber as of the effective date of termination.

The following is an up-to-date list (as of the date of this policy) of the names, entity type, and locations of Portnox Sub-processors and content delivery networks:

Infrastructure Sub-processors – Service Data Storage and Processing

Portnox owns or controls access to the infrastructure that Portnox Cloud uses to host and Process Service Data submitted to the Services, other than as set forth herein. Currently, the Portnox Cloud production systems used for hosting Service Data for the Services are located in the infrastructure Sub-processor listed below. Subscriber accounts are typically established in one of these regions based on where the Subscriber is located, but in the future may be shifted among newly added locations to ensure performance and availability of the Services. The following table describes the legal entity engaged by Portnox in the storage of Service Data. Portnox also uses additional services provided by this Sub-processor to Process Service Data as needed to provide the Services.

Process to Engage New Sub-processors:

instructing the Sub-processor to cease the Processing of Subscriber's Personal Data, in which event the DPA shall continue unaffected; or
allowing Subscriber to terminate their DPA and any related services agreement with Portnox immediately and provide it with a pro rata reimbursement of any sums paid in advance for Services to be provided, but not yet received by Subscriber as of the effective date of termination.

The following is an up-to-date list (as of the date of this policy) of the names, entity type, and locations of Portnox Sub-processors and content delivery networks:

Infrastructure Sub-processors – Service Data Storage and Processing

Entity Name	Entity Type	Data Hosting Location
Microsoft Corporation	Cloud Service Provider	United States, Amsterdam

Service Specific Sub-processors

Portnox works with certain third parties to provide specific functionality within the Services. These providers are the Sub-processors set forth below. In order to provide the relevant functionality, these Sub-processors access and Process Service Data. Their use is limited to the indicated Services. If the Subscriber has purchased Portnox Cloud services, the Sub-processors used for the service will be in accordance with the Sub-processors listed for the underlying Services that make up the Portnox Cloud as detailed in this policy.

SUB-PROCESSOR	SERVICES PROVIDED	DATA CENTER LOCATION
Microsoft Azure	Data Hosting	Netherlands or US (customer can choose)
Fresh Desk	Customer support communications provider and business messaging platform	US
Twilio (SMS sending service)	Twilio’s development platform delivers Text messages from Portnox Cloud to Subscribers and End-Users. This includes Service Data contained in the messages and the Personal Data of Subscribers and End-Users as needed to send and deliver the messages. Portnox Cloud also uses Twilio for two-factor authentication of Admins and End-Users. The only information Twilio has access to for this purpose is the Agent/Admin's phone number.	US
Maxmind (Geolocation service)	IP detection tool, allowing Portnox Cloud to detect and display the location of its users	US
Sendgrid (sending email service)	SendGrid, Inc. (“SendGrid”) is an email service provider used to send product notification emails and reports to Portnox Cloud Administrators and End-Users. The primary information SendGrid has access to is the email addresses of recipients of the emails and the content of the emails themselves. The content of the emails may include reports that the user has chosen to subscribe to.	US
Hubspot	Portnox uses HubSpot for marketing automation and analytics, monitoring website activity and as a communications tool.	US
Google, Inc.	Allows Portnox to track utilization and performance of product features and marketing campaigns. The Google Play store also used as the Marketplace for hosting the Android version of Portnox AgentP	US
DevelopEx	Dedicated development team that works on Clear. May access data only upon request to debug. We have sub-processor agreement signed with them.	UA
Apple App Store	AgentP Mobile Application Deployment	US
OKTA	Identity and access management tool	US
Gong	Portnox uses Gong to manage relationships with clients and prospects. Gong collects contact and business details such as name, email, phone number, position, IP address, workplace and related business insights.	US
Salesforce.com, Inc.	Portnox uses Salesforce.com to manage relationship with clients and prospects. Salesforce collects Account information, sales history, customer contracts and personal information including first name, last name, email address, phone number for users who are the primary account or opportunity contact(s).	US
Box.com	Document hosting and delivery services	US
Leapfile	Support Log file transmittal tool	US
Walkme	Walkme is a third-party analytics provider that Portnox uses to capture how users interact with the Service. Portnox uses this information to analyze and improve the Services. Portnox uses WalkMe’s digital adoption platform to help users navigate the Portnox Cloud portal, increase adoption of the platform, and provide a seamless user experience. The primary information Walkme has access to is associated with the Portnox Cloud website URL that the Administrator and End-User are interacting with, such as time spent on page, items clicked (including Service Data contained in those items).	US
Zoom Video Communications, Inc.	Portnox uses Zoom to provide product demonstrations and support customers remotely. Portnox uses all privacy tools available in Zoom. The application itself collects the following information related to our sessions: User Profile: First Name, Last Name, Phone (optional), Email, Password (if SSO is not used), Profile Picture (optional), Department (optional) Meeting Metadata: Topic, Description (optional), participant IP addresses, device/hardware information Communication Information: Call In Number, Call Out Number, Country Name, IP address, Start and End time, Host Name, Host Email, MAC Address of device used	US, EU, Canada, and Australia
DocuSign	Contract administration and signature tool	US

Modern Slavery Statement

Human rights are valued throughout our organization, regardless of location. Portnox is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain, and we follow all international labor and immigration laws wherever we conduct business and where applicable. We have a zero-tolerance approach to modern slavery and human trafficking and are committed to acting with integrity in all our business dealings and with our supply chain, including business partners, suppliers, contractors and other third parties who provide or deliver any goods or services to us. We will not support or deal with any business that is knowingly involved in any form of slavery and/or human trafficking and will take steps to ensure transparency within our business and supply chain. Our supplier guidelines forbid the use of child labor, forced labor, and discrimination; protect employees’ rights to freedom of association and collective bargaining, where applicable; and describes how vendors and suppliers should work with us on compliance and enforcement matters.

This statement has been approved by the Portnox, Inc. board of directors consistent with section 54(1) of the Modern Slavery Act of 2015 and constitutes our modern slavery and human trafficking statement for the financial year ending December 31, 2022. If you have questions or need assistance regarding this statement, please contact [email protected].
This statement was approved by the Board of Directors on April 27, 2022.

Denny LeCompte
Chief Executive Officer

Try Portnox Cloud for Free Today

Gain access to all of Portnox's powerful zero trust access control free capabilities for 30 days!

Start Free Trial

Cookie	Duration	Description
cookielawinfo-checbox-analytics	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Analytics".
cookielawinfo-checbox-functional	11 months	The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category "Functional".
cookielawinfo-checbox-others	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Other.
cookielawinfo-checkbox-necessary	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category "Necessary".
cookielawinfo-checkbox-performance	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Performance".
viewed_cookie_policy	11 months	The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data.

Zero Trust Network Access Control

Preparing for Hurricane Milton: Cybersecurity Checklist

Zero Trust Conditional Access

Portnox & Microsoft EAM: A Power Move in Identity Security for Enterprise Applications

Zero Trust Infrastructure Administration

An In-Depth Look at Bumblebee Malware and Other Famous Cyber Attacks

Unified Zero Trust Security

An In-Depth Look at Bumblebee Malware and Other Famous Cyber Attacks

Networks

Applications

Infrastructure

Integrations

Resources

Compliance Center

Regulations

Frameworks

Cybersecurity Center

Legal Resources

END USER SUBSCRIPTION AGREEMENT

Terms of Service

1. ACCEPTANCE OF TERMS

2. TRADEMARKS

3. PRIVACY POLICY

4. PROPRIETARY RIGHTS

5. USER CONDUCT AND RESTRICTIONS

6. FEEDBACK

7. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

8. INDEMNIFICATION

9. DISCLAIMER OF WARRANTIES

10. LIMITATION OF LIABILITY

11. SUSPENSION AND TERMINATION

12. GOVERNING LAW

13. BINDING ARBITRATION AND CLASS ACTION WAIVER

14. LEGAL COMPLIANCE

15. U.S. GOVERNMENT ENTITIES

16. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

17. CALIFORNIA USERS & RESIDENTS

18. GENERAL PROVISIONS

Click here to view Portnox’s Service Level Agreement

DATA PROCESSING AGREEMENT

Portnox Sub-processor Policy

What is a Sub-processor

Due Diligence

Contractual Safeguards

Process to Engage New Sub-processors:

Process to Engage New Sub-processors:

Infrastructure Sub-processors – Service Data Storage and Processing

Service Specific Sub-processors

Try Portnox Cloud for Free Today