Terms of Use – Castle

1.0 DEFINED TERMS

“Authorized Users”: your employees, agents, or end users authorized to use the Castle Service as part of Other Applications, under an Evaluation Trial or as specified in the Order Form.

“Confidential Information”: any of the following disclosed, made available by or otherwise received from a party to these Terms (you or us), or by such party’s affiliates: (a) any tangible or written information or materials, but only if conspicuously marked as “confidential”; and (b) any orally disclosed information, but only if such information is designated as confidential at the time of disclosure and summarized in writing within thirty days. User name, password, and other log-in information provided to you for access to the Castle Service (“Access Information”), as well as the Castle Service, will be deemed to be our Confidential Information and to be, contain or embody our proprietary trade secrets. Your Data will constitute your Confidential Information.

“Evaluation Trial”: provision of the Castle Service to you on a temporary basis for your evaluation, at no charge to you.

“Licensed Materials”: Castle’s APIs, documentation, code and software provided to you to facilitate your setup of the Castle Service.

“Order Form”: the ordering document or website page that is signed by you and us, which sets forth the subscriptions you have purchased for access to the Castle Service, a description of Services, and any other supplemental terms.

“Other Applications”: any websites, platforms, environments, software, products, services, functionality, text, video, audio, data, and content not developed by us.

“Privacy Policy”: the privacy policy available at https://castle.io/privacy as may be amended from time to time.

“Professional Services”: services requested by you and agreed to be provided by us related to your use of the Castle Service.

“Services”: the Professional Services and the Support Services.

“Support Services”: the support and maintenance services described in section 9.2 below.

“Terms”: this Castle Services Agreement and the Order Form, if any, referencing this agreement.

“Castle Service”: the Licensed Materials, services, products, features, functionality and content made available to you as part of an Evaluation Trial or that are the subject of an Order Form.

“We”, “us”, “our” or “Castle”: Castle Intelligence, Inc.

“You” or “your”: the individual using the Castle Service, and the company or other legal entity represented by such individual.

“Your Data”: all electronic data or information submitted by you to the Castle Service.

2.0 EVALUATION TRIAL

If you have registered for a free evaluation, the Evaluation Trial will be made available to you for the time period specified in the registration. Any additional terms set forth on the registration website are legally binding. Any data generated during the Evaluation Trial will be permanently lost unless you purchase a subscription to the Castle Service via an Order Form.

3.0 SUBSCRIPTIONS TO THE CASTLE SERVICE

3.1 Availability

We will make available a subscription to the Castle Service to you pursuant to these Terms during the subscribed term.

3.2 Authorized Users

You will not make the Castle Service available to persons other than Authorized Users.

3.3 Downtime

We will use commercially reasonable efforts to make the Castle Service available 24 hours a day, 7 days a week, except for “Excused Downtime”.

4.0 USE OF THE CASTLE SERVICE

4.1 Necessary Systems

Access to the Castle Service is conditioned on your and Authorized Users’ procurement of all necessary system, hardware, software, operating environment, connectivity, and network access.

4.2 Retention of Intellectual Property Rights

We retain any and all right, title and interest in and to the Castle Service and all associated intellectual property rights.

4.3 Feedback

We may freely use and exploit any feedback, requirements, recommendations, or improvements that you disclose to us relating to the Castle Service for our business purposes.

4.4 Information

You consent to our collection and use of anonymized data concerning your use of the Castle Service.

4.5 Unauthorized Use

You will not use the Castle Service in a manner that is likely to be prohibited by law or these Terms.

4.6 Notifications

We may place a notice across site pages or via the Licensed Materials to alert you to certain changes.

4.7 Policies

You acknowledge that you have reviewed and agreed to the Castle Privacy Policy and our Security Policies and Procedures.

5.0 LICENSE MATERIALS

5.1 License to Use

We grant to you a personal, non-sublicensable, non-transferable, and non-exclusive license to install and use the Licensed Materials for the Castle Service.

5.2 Unauthorized Use

You will not copy, distribute, or modify the Licensed Materials.

5.3 Ownership

We and our licensors retain all right, title and interest in the Licensed Materials.

5.4 Reverse Engineering

You will not reverse engineer or attempt to derive the source code from the Licensed Materials.

6.0 CONFIDENTIALITY

6.1 Duty

Each party will protect the Confidential Information of the other party with reasonable care.

6.2 Exclusions

The obligations will not apply to any Confidential Information that is publicly known.

6.3 Your Data

We will maintain safeguards for protection of the security and integrity of Your Data.

7.0 ACCESS INFORMATION

You are responsible for maintaining the confidentiality of Access Information.

8.0 OTHER APPLICATIONS

8.1 Responsibility

You are solely responsible for the Other Applications.

8.2 Use of Data

Providers of Other Applications may access Your Data for interoperation.

9.0 SERVICES

9.1 Professional Services

We may provide Professional Services in furtherance of your subscription or Evaluation Trial.

9.2 Support Services

We will provide Support Services as indicated on the Order Form.

9.3 Rights

We retain all rights in the Services Deliverables.

10.0 PAYMENT

10.1 Subscriptions; Pro-Ration

You will pay the fees listed in the Order Form on the specified dates.

10.2 Orders

All orders are non-cancelable and payments are non-refundable.

10.3 Taxes

You will bear and be responsible for the payment of all taxes.

11.0 CASTLE SERVICE INTEGRITY

11.1 Prohibited Acts

You are prohibited from breaching or attempting to breach security features of the Castle Service.

11.2 Illicit Access

You may not attempt to gain unauthorized access to our systems.

12.0 WARRANTY

We warrant that the functionality of the Castle Service will not be materially degraded during a subscription term.

13.0 DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

13.1 Disclaimer

We disclaim all warranties with respect to the Castle Service.

13.2 Exclusion

We will not be liable for any indirect or consequential damages.

13.3 Indemnity

You agree to defend, indemnify, and hold us harmless from any claims arising out of your use of the Castle Service.

14.0 TERM AND TERMINATION

14.1 Term

Access to the Castle Service for Evaluation Trials ends upon termination.

14.2 Termination

A subscription or Evaluation Trial will be terminable under specified conditions.

14.3 Effect

Termination does not relieve you of the obligation to pay fees.

14.4 Survival

Certain sections will survive termination.

15.0 GENERAL PROVISIONS

15.1 Force Majeure

No delay or failure to perform obligations will arise from causes beyond reasonable control.

15.2 Trademarks; Media

You are granted no rights to any third party trademarks.

15.3 Governing Law

These Terms will be governed by the laws of California or Sweden.

15.4 Dispute Resolution

Any disputes will be referred to and settled by binding arbitration.

15.5 Assignment

These Terms may not be assigned by you without our consent.

15.6 Injunctive Relief

You acknowledge that breach of these Terms may cause irreparable harm to us.

15.7 Miscellaneous

The Terms constitute the entire agreement between you and us.