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Mondoo Terms of Service

Last updated: September 01, 2020

Please read these terms and conditions carefully before using Our Service.

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These Mondoo Terms of Service (these “Terms”) constitute a legal, binding agreement between Mondoo, Inc. and our Affiliates (“Mondoo”) and the individual (“You”) accessing the Mondoo services described. Your rights to use the services are conditioned upon your consent to these Terms and any related Mondoo order or service details presented to You (collectively, this “Agreement”). Where an individual accesses or uses the Service on behalf of a business, such individual represents and warrants having the power and authority to access and use the Service and to bind the business to these Terms, in which case the terms “You” will refer to the business entity. If You do not consent to these Terms or do not have power and authority to act for and bind your business, You may not use the Service and must delete any software component of the Service.

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  1. Definitions.

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    1. “Data” means all data provided or made available by You for use with the Service regarding You or Your equipment, servers, devices, storage, other software, databases, network and communications equipment and ancillary services owned or controlled by You.
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    2. “Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by You (whether in oral, electronic or written form) to Mondoo in connection with Your use of the Service.
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    3. “Intellectual Property Rights” means any worldwide patent rights (including applications and disclosures); copyright rights; moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing.
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    4. “Internal Purposes” means internal business use with Your systems, networks, devices and data. In respect of any beta or pre-release No-Charge Services, the term “Internal Purposes” will be further limited only to Your internal testing and evaluation of the Service. “Internal Purposes” as used herein does not include use of Your systems, networks or devices as part of services You provide or make available for a third party's benefit.
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    5. “Order” means a written order form or other ordering documentation You enter into with Mondoo referencing these Terms and specifying the pricing, type, and other specifics applicable to the Service being purchased. An Order may include, as applicable, a Statement of Work or a signed quote where such document references these Terms.
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    6. “No-Charge Service” means the Mondoo product, service and technology described on our website, as made available to Customer free-of-charge. No-Charge Service may, where indicated by Mondoo, include unlimited use services and/or pre-release or beta offerings or features/functionality made available to Customer for purposes of Customer’s testing and evaluation in advance of general release.
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    7. “Service” means the Mondoo product, service and technology described on our website, including any installed software, plug-ins, Documentation, support, or professional services and the enhancements, updates, upgrades, derivatives and bug fixes thereto as made available by Mondoo. The term “Service” may encompass the “No-Charge Service”, where applicable.
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  2. Licenses & Restrictions.

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    1. Access to Services. Subject to the terms of these Terms, Mondoo will provide You access to the Services for the period of time set out in Your then-current Order or, in the case of No-Charge Service, until such time as Mondoo disables your access to or terminates such No-Charge Service. No-Charge Services may subject to applicable testing timelines, evaluation criteria, and other conditions set by Mondoo. You agree to provide timely feedback to Mondoo for any defects and other specifics of Your experience with the Service. Mondoo reserves the right to suspend or terminate any No-Charge Services access at any time on written notice to You.
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    2. License. Subject to Your compliance with the terms and conditions of these Terms, Mondoo grants You a personal, non-exclusive, non-sublicensable, nontransferable, revocable, limited right to access and use the Service via the Internet, and to install and use any related software made available by Mondoo for use with the Service in connection with and solely for Your Internal Purposes as authorized herein. Your access and use of the Service must comply with all other conditions set forth in these Terms, including, but not limited to, any requirements regarding data formats, number of permitted users or prohibited uses and any free version conditions that may apply.
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    3. Restrictions. Except as expressly authorized in these Terms or otherwise in writing by Mondoo, You will not directly or indirectly: (a) access or use the Service for any other purposes than the Internal Purposes (including for competitive analysis, commercial, professional, or other for-profit purposes); (b) copy the Service or any component software (except as required to run the Service); (c) modify, adapt, or create derivative works of the Service; (d) rent, lease, loan, resell, transfer, sublicense or distribute the Service to any third party; (e) use or offer any functionality of the Service on a service provider, service bureau, hosted, Service as a service, or time sharing basis or otherwise encumber the Service for the benefit of a third party; (f) decompile, disassemble or reverse-engineer the Service or otherwise attempt to derive source code, algorithms, methods or techniques used or embodied in the Service; (g) disclose to any third party the results of any benchmark tests or other evaluation of the Service; (h) remove, alter, obscure, cover or change any proprietary notices, labels or markings from or on the Service; (i) interfere with or disrupt servers or networks connected to any website through which the Service is provided; (j) use or allow the transmission, transfer, export or other transfer of any software components of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, or (k) take any action that imposes an unreasonably large load or excessive traffic demands on the Service. Any violation of this Section will be a material breach of these Terms subject to immediate termination of these Terms for which Mondoo will not be required to provide notice.
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    4. Use By Your Agents. Any consultant, contractor, or agent hired to perform services for You may operate the Service on Your behalf under these Terms, provided that: (i) You are responsible for ensuring that any such third party agrees to abide by and fully comply with these Terms on the same basis as applicable to You; (ii) such use is only in connection with Your Internal Purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (iv) You remain fully liable for any and all acts or omissions by such third parties related to these Terms.
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  3. Ownership; Reservation of Rights.

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    1. Mondoo and its licensors retain all right, title and interest, including all Intellectual Property Rights embodied therein, to the Service. Except for the limited rights and licenses expressly granted in these Terms, no other license is granted to You and no other use of the Service is permitted. The Service is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You acknowledge that the Service is licensed and not sold.
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    2. You or your licensors own all right, title and interest, including the Intellectual Property Rights embodied therein, to Your Data. You acknowledge and agree that Mondoo may compile aggregated data and other statistical information related your use of the Service, and may use or disclose such information for purposes such as improvement of the Service so long We do not identify You, reveal Your Data on a non-aggregated basis or violate any privacy or data protection laws.
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  4. Confidentiality.

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    1. Defined. “Confidential Information” means (a) with respect to Mondoo, the Service, any non-public Documentation, the terms and conditions of these Terms, and all financial, business, technical or other information disclosed or made available by or for Mondoo to You that is marked as such or is of a nature that should reasonably be considered to be confidential or proprietary; and (b) with respect to You, Your non-public Data.
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    2. Generally. A party (the “Recipient”) may receive and use the Confidential Information disclosed by or on behalf of the other party (the “Discloser”) solely for the purpose of performing it obligations, or exercising its rights, under these Terms . Except for the specific rights granted by these Terms, the Recipient may not copy or disclose any of the Discloser’s Confidential without Discloser’s written consent. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information to its employees, contractors and agents (its “Representatives”) pursuant to the provisions of these Terms. The Recipient must use reasonable care to safeguard the Discloser’s Confidential Information, including ensuring that its Representatives (a) are provided access to Discloser’s Confidential Information on a need-to-know basis pertinent to such Confidential Information solely for the purposes of performance of these Terms and (b) are bound by confidentiality obligations substantially similar to and at least as protective of the Discloser as set out in these Terms. Each party will be responsible for any breach of confidentiality by its Representatives, as applicable.
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    3. Exceptions. The confidentiality obligations set out in this Section [4] will not apply to any Confidential Information that the Recipient can demonstrate through sufficient documentation (i) is already known by it without restriction, (ii) was rightfully furnished to it without restriction by a third party not in breach of any obligation to Discloser, (iii) is generally available to the public without breach of any obligations to the Discloser, or (iv) was independently developed by the Recipient without reference to or use of any of Discloser’s Confidential Information. Further, nothing in these Terms will prevent the Recipient from disclosing the Discloser’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation so long as, prior to any such disclosure, the Recipient uses reasonable efforts to promptly notify the Discloser in writing, and cooperate in protecting against and minimizing any such disclosure (including the Discloser obtaining a protective order).
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    4. Return & Publicity. Promptly upon Discloser’s request at any time, or immediately following the termination or expiration of these Terms, Recipient must return all of Discloser’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses and materials developed therefrom. You may disclose the general nature of these Terms, but not the specific terms of any Order issued hereunder without the prior consent of Mondoo; provided, however, that You may provide a copy of these Terms or otherwise disclose its terms on a confidential basis in connection with any financing transaction or due diligence inquiry pertinent to Your business. Mondoo reserves all other rights in respect of confidentiality of the terms and conditions of these Terms (including Order terms).
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    5. Payment Terms. Any terms of payment in respect of the Services will be presented to you at the time of your purchase.
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  5. Term and Termination.

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    1. Term. This Agreement will be effective from the earlier of (a) the date it is accepted by You and (b) the date on which you first accessed the Service, and will continue until terminated.
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    2. Expiration; Termination. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. This Agreement will automatically expire upon the end of the Service Term as set forth in Your Order or at the end of the use period disclosed by Mondoo for any No-Charge Service.
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    3. Effect of Termination; Survival. Upon termination, you will immediately cease all use of the Service and destroy any software or documentation related to the Service that is in your possession, or upon request by Mondoo, return to Mondoo any Mondoo materials and Confidential Information of which are in Your possession or control. Upon Mondoo’s request, You will certify in writing that You have returned or destroyed all copies of the Service and Confidential Information. Sections 3, 4, 5.3, 6, 7, 8, 9, 10 and 11 will survive termination of these Terms.
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  6. Feedback.

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    1. Mondoo, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the Service or any related or subsequent versions of such Service. In the event Mondoo uses your Feedback, You grant Mondoo an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any Mondoo product, service, technology, content, material, specification or documentation.
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    2. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that You have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require Mondoo to comply with any additional obligations with respect to any Mondoo product or service that incorporates your Feedback.
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  7. Data.

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    1. You hereby grant Mondoo a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and improving the Service. Mondoo (or its sublicensees) may exercise such license for purposes of providing, maintaining, repairing, administering and improving the Service or in developing new products or services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data. You represent, warrant and agree that the Data and other materials you provide or make available to Mondoo will include only information relevant to the Service and the use thereof and will not include any personal information or any protected health or financial data without prior written notice to and consent of Mondoo. Where Mondoo permits transmission of personal information and/or protected health or financial data, You further represent and warrant that You have obtained all necessary consents from any third parties in respect of the transmission, use and other processing of such Data as contemplated in these Terms.
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    2. You acknowledge and agree that you are solely responsible for all Data you upload or submit using the Service and for your conduct while using the Service. You acknowledge and agree that: (a) you will evaluate and bear all risks associated with the use of any Data; (b) you are responsible for protecting and backing up the Data; (c) you are responsible for protecting the confidentiality of any Data; and (d) under no circumstances will Mondoo be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. Mondoo has no responsibility to store, protect, remove or delete any Data for you and shall have no liability for the deletion of or failure to store any Data.
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  8. Disclaimers.

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    1. THE SERVICE IS PROVIDED “AS IS”. MONDOO DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR BY STATUTE OR IN LAW. MONDOO SPECIFICALLY DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE SERVICE WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. Except as expressly set out in these Terms, Mondoo is not obligated to support, update or upgrade the Service.
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    2. Mondoo has no obligations about any forward-looking statements made in connection with or in the course of providing the Service. “Forward-looking statements” are statements regarding future Mondoo events, product offerings, product performance, customer uses or the expected financial performance of Mondoo. Any such statements reflect current expectations and estimates based on factors currently known and that actual events or results could differ materially. Mondoo does not assume any obligation to update any forward-looking statements made in connection with the Service. In addition, any information about our roadmap outlines our general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into these Terms or any contract or other commitment. Mondoo undertakes no obligation either to develop the features or functionality described in the forward-looking statement or to include any such feature or functionality in a future release, including those you are reviewing as a part of a No-Charge Service. You expressly acknowledge that any No-Charge Service has not been fully tested and may contain defects or deficiencies which may not be corrected by Mondoo, that the No-Charge Service may undergo significant changes prior to release of the corresponding generally available final version.
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  9. Limitation of Liability.

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    1. IN NO EVENT WILL MONDOO BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SERVICE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT MONDOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
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    2. WITHOUT LIMITING THE FOREGOING, MONDOO WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE SERVICE FUNCTIONS OR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE SERVICE. MONDOO'S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO A CLAIM OR (B) ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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  10. Indemnification.

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    1. By Modoo. Mondoo will defend You, and Your officers, directors, agents, and employees (“Your Indemnified Parties”) against any third-party claims and will indemnify and hold harmless You and Your Indemnified Parties from any damages awarded or paid, including reasonable attorneys’ fees and expenses, (“Damages”) where it is alleged that Your authorized use of the Service (excluding any No-Charge Service) infringes any U.S. or European patent or copyright, or misappropriates the trade secrets, of any third party. +
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      1. Mondoo will have no liability or obligation under this Section with respect to any Claim or Damages caused in whole or in part by (i) modification of the Service by any party other than Mondoo without Mondoo’s express consent, (ii) the combination, operation, or use of the Service with other products, data or services to the extent the Service would not by itself be infringing, or (iii) unauthorized, improper or unlawful use of the Service.
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      2. If the use of the Service becomes or is likely to become, the subject of any claim of infringement, Mondoo may, at its option (i) obtain for You the right to continue using the affected portion of the Service, (ii) replace or modify the affected Service so that it becomes non-infringing without substantially or materially compromising the Service, or (iii) substitute an equivalent for the affected Service. If the foregoing options are not commercially feasible for Mondoo, then Mondoo may terminate these Terms upon written notice to You and refund to You any prepaid Service Fees, pro-rated for the remainder of the prepaid period.
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    2. By You. You will defend Mondoo, and the officers, directors, agents, and employees of Mondoo (“Mondoo Indemnified Parties”) against any third-party claims and will indemnify and hold harmless Mondoo and Mondoo Indemnified Parties for any Damages attributable to or arising from (a) Your use of the Service, including any modifications thereto, or any combination of the results from use of the Service with any other data or information where the claim would not have arisen but for such modification, combination or use; and (b) Your Data or Mondoo’s use thereof in accordance with these Terms.
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    3. Conditions. For any indemnified claim, the party receiving indemnification (“Indemnitee”) must (a) promptly notify the party providing indemnification (“Indemnitor”) in writing of any claim, suit or proceeding for which indemnity is claimed, and (b) allow the Indemnitor to solely control the defense of any claim, suit or proceeding and all negotiations for settlement. The Indemnitee must also, at Indemnitor’s cost, provide the Indemnitor with reasonable cooperation and assistance in defending such claim. The Indemnitor may not enter into any settlement that imposes liability or obligations on Indemnitee without obtaining the Indemnitee prior written consent of the settlement, such consent not to be unreasonably withheld or delayed.
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  11. Compliance.

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    1. Export. You will comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where you use any of the Service. You represent and warrant that (a) you are not located in, or a resident or a national of, a restricted country; (b) you are not on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List; and (c) you will not export, re-export, ship, transfer the Service to any restricted countries or restricted end users or use the Service in any restricted countries or for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. You understand that the requirements and restrictions of the Export Laws may vary depending on the specific Service and may change over time, and that, to determine the precise controls applicable to the Service, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.
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    2. Government End Users. You acknowledge that the Service and related Confidential Information were developed entirely at private expense and that no part of the Service or related Confidential Information was first produced in the performance of a Government contract. You agree that any software components of Service (including any derivatives thereof) are "commercial items" as defined in 48 C.F.R. § 2.101, and if You are a U.S. Government agency or instrumentality or if You are providing all or any part of the Service or any derivatives thereof to the U.S. Government, such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Service is licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to these Terms and any related agreement(s), as applicable. Accordingly, you will have no rights in the Service except as expressly agreed to in writing by You and Mondoo.
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  12. General.

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    1. Choice of Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco, California and the parties hereby consent to personal jurisdiction and venue therein.
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    2. Notices. All notices required or permitted under these Terms hereto will be in writing and delivered either (i) by Mondoo, through prominent posting on the Mondoo website; or (ii) by either party, in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested. In each instance, notice hereunder must be provided in English will be deemed given upon receipt.
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    3. Assignment. You may not assign, delegate or transfer these Terms, in whole or in part, by agreement, operation of law or otherwise. You acknowledge that Mondoo may assign, subcontract or delegate any of its rights or obligations under these Terms. Any attempt to assign these Terms other than as permitted herein shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties’ permitted successors and assigns.
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    4. Entire Agreement. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the Service and Confidential Information and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter. This Agreement is limited to the use of Service and Mondoo’s Confidential Information and as such, these Terms are separate from and shall have no effect on any other agreement you may have with Mondoo.
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    5. Force Majeure. Mondoo is not responsible for any unavailability caused by circumstances beyond its reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Mondoo Representatives), equipment failures, periodic updating, or Internet service provider failures or delays.
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    6. Electronic Contracting. Your use of the Service includes the ability to enter into agreements and to make transactions electronically. YOU ACKNOWLEDGE THAT ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS ENTERED INTO FOR THE SERVICE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
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    7. Waiver; Severability; Validity. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of these Terms will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of these Terms invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
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