Last Revised: February 9, 2025
Terra Security Inc. and its affiliates (“Terra”,“our”, “we” or “us”) offer an AI-powered offensive security solution designed to analyze organizations’ ongoing cyber threats and vulnerabilities as well as penetration test services (“Services”). The Platform and Pen Test (defined below), except if specifically otherwise designated, shall be referred to collectively herein as the “Services”.
These terms (“Terms”)together with the Order Form (as defined below) form a legal agreement (“Agreement”)between Terra and the entity listed on the Order Form signed by the parties (“Customer”, “you”, “your”).By signing the Order Form, connecting to, accessing, or using the Services, you acknowledge that you have read and understood these Terms, along with any other terms and policies referenced herein. Customer agrees to be bound by the Agreement and to comply with all laws and regulations that apply to Customer’s use of theServices, and agrees that this Agreement constitutes a binding and enforceable legal contract between Terra and Customer. In the event that there is any conflict between the provisions of the Order Form and these Terms, the provisions of the Order Form shall take precedence.
ATTENTION - PLEASE READ THISAGREEMENT CAREFULLY BEFORE USING THE SERVICES.IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT ENTER, CONNECT TO, ACCESSOR USE THE SERVICES IN ANY MANNER.
CUSTOMER(AND ANY AUTHORIZED USER ON ITS BEHALF) HEREBY REPRESENTS, AGREES AND ACKNOWLEDGESTHAT (I) THE AUTHORIZED USER HAS BEEN DESIGNATED BY THE CUSTOMER AND HAS FULLLEGAL AUTHORITY TO USE AND REGISTER TO THE SERVICES AND BIND THE CUSTOMER TO THISAGREEMENT; AND (II) THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEENCUSTOMER AND TERRA.
CUSTOMERHEREBY REPRESENTS AND WARRANTS THAT THE AUTHORIZED USER’S ACCESS AND USE OF THESERVICES ARE PERFORMED UNDER CUSTOMER’S AUTHORIZATION AND SHALL INURE TO THEBENEFIT OR LIABILITY OF THE CUSTOMER.
1.1. Terra Services. Terra offersCustomers with an AI-powered offensive security solution comprised of:
(i) SaaS platform. Terra offers a license to access and use its platform enabling continuous analysis of threats and vulnerabilities through the integration of enterprise agents (the “Platform”); and
(ii) Penetration test. Terra simulates cybersecurity threats to evaluate the security of the Customer’s Systems, networks, and applications under examination (as agreed under the Order Form) and provide security insights and findings (“Pen Test”).
1.2. License to use the Services. Subject to Customer’s compliance with the Agreement, Terra grants Customer a limited, revocable, non-exclusive, non-transferable, non-sub licensable right during the Term to access and use theServices. It is hereby clarified that: (i) the foregoing license is subject to the specific product offering, usage limits and volumes detailed in the OrderForm, and Customer shall not use any means intended to exceed or circumvent such limits; (ii) the license granted herein does not grant Customer with any direct access to, or use permissions of, Terra’s software code, configuration, algorithms, or other underlying technology and Customer shall not access and/or use them nor attempt to do so; and (iii) Customer’s use of the Services must comply with applicable laws and technical documentation provided by Terra, as may be modified by us from time to time ("Documentation"). Except as stated above, no other rights in the Services are granted.
1.3. Access to Customer’s system. In order to provide Customer with the Services, Customer hereby grants Terra or any third party consultant acting on its behalf access to its internal systems that are required to be scanned asper the Order Form, including but not limited to networks, software, applications, products, solutions, codes, and any other resources necessary for the performance of the Services under this Agreement and the applicable OrderForm (“Customer’s Systems”). Terra shall be liable for any act or omission of any third party acting on its behalf. Customer agrees to provideTerra with all required credentials, permissions, and access rights needed to perform the Services. Customer shall be responsible for obtaining any necessary third-party approvals required to grant Terra access to Customer’s Systems. The Customer acknowledges and confirms that the Pen Test includes penetration attempts into its systems, all as necessary strictly to provide the Services.
1.4. The Pen Test. Under the Pen Test, Terra performs a simulated cyberattack on systems, networks, or applications designated by Customer to identify vulnerabilities, and provides a written report in English detailing such vulnerabilities and applicable risk levels (“Report”). The Report shall be solely owned by Customer and would be considered as Customer’s ConfidentialInformation. The Customer agrees not to make any changes, modifications, or alterations to the Report or any other official document provided by Terra. AnyReport issued by Terra shall be considered final and authoritative version, and unauthorized alterations are strictly prohibited. For the avoidance of doubt, any additional explanations and remediation plans for fixing the vulnerabilities detected in the Pen Test are outside the scope of the Services provided hereunder. Customer is solely responsible for remediating any vulnerabilities detected and indicated in findings, at its discretion. If necessary, retests will be performed only with pursuant to a written confirmation that indicates all vulnerabilities were fixed.
2.1. Account Registration. In order to use the Services, Terra will set up a designated account for Customer. The Customer’s authorized users of the Services (“Authorized Users”) must register through the Services on Customer’s behalf (the “Terra Account”). To finalize your Terra Account registration, we may require certain information which will include your name, e-mail, organization, and password. We may allow Authorized Users to invite other individuals from your organization to use the Services as Authorized Users under Customer’s Terra Account.
2.2. Account Security. You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by Terra) of your Terra Account and for all activities that occur under your Terra Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your Terra Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate your Terra Account if we determine that you or anyone on your behalf is using your Terra Account in a manner that violates the Agreement.
2.3. Responsibility for Authorized Users. Customer is solely liable and responsible for reviewing and understanding the settings and controls available through the Service and for controlling whom Customer permits to become an Authorized User and what permissions are granted to such User. Customer is responsible for the activities of all of its Authorized Users, including any decisions they may make through the Services. Further, Customer acknowledges that any action taken by its Authorized User is deemed by Terra as an authorized action by Customer, and accordingly Customer shall have no claim in this regard.
2.4. User Updates. If you wish to modify your Terra Account information, or if you wish to terminate your Terra Account, you may do so by contacting Terra support available at support@terra.security. Your Terra Account will be terminated within a reasonable time following your request in accordance with the Privacy Policy, and from that date, you will no longer be able to access your Terra Account, and the permissions, rights, and licenses granted to you under this Agreement shall terminate. Please note that terminating your Terra Account may cause the loss and/or unavailability of content, features, or capacity with regard to your Terra Account. Terra shall not be liable in anyway for such unavailability and/or loss.
3.1. Customer Data.As part of the Services, Customer may provide certain data through its use of the Services or make available certain data through the access permissions to Customer’s Systems (collectively the “Customer Data”). As between Terra and Customer, Customer owns all Customer Data, including any findings reports derived from the Pen Test. Customer hereby represents and warrants that it has the full right, permissions, and consents to make the Customer Data available to Terra through the Services.
3.2. License to Customer Data. Customer hereby grants Terra a non-exclusive, non-assignable, non-transferable, revocable license to use Customer Data made available to us in the scope of Customer’s use or access to the Services, solely for the purpose of providing the Services during the Term, as contemplated hereunder.
3.3. Anonymous Cumulative Information. Without derogating from the foregoing, Customer hereby grants Terra a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use usage data that has been anonymized and that cannot be used to identify or otherwise understood to be related to any specific individual or to Customer, for the purpose of internal research or otherwise improving or enhancing the Services.
4.1. Terra Intellectual Property. Any proprietary and intellectual property rights in and to the Services including any content thereof, such as logos, graphics, images, as well as the selection, assembly and arrangement thereof and related materials, Terra’s trademarks, trade names, copyrightable materials, designs, “look and feel,” all whether or not registered and/or capable of being registered, and any and all Feedback as defined herein,(collectively, “Terra IP”) are owned and/or licensed to Terra or its affiliates or licensors and are subject to copyright and other applicable intellectual property rights under federal and state United States law, foreign laws and international conventions.
4.2. Feedback.In the event that Users provide Terra with any suggestions, comments or other feedback relating to the Services, such feedback is provided on an “As Is” basis and is deemed the sole and exclusive property of Terra.
4.3. UseRestrictions. You may not and you shall not permit any person, and/or any third party to (i) copy, modify, distribute, publicly display, transfer or create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile, disassemble or reproduce the Services, or any parts thereof, for any purpose, (ii) remove or delete any and all copyright notices, restrictions and signs indicating proprietary rights of Terra and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, (iii) create a browser or border environment around the Services, link, including in-line linking, to elements on the Services, such as images, posters and videos, and/or frame or mirror any part thereof or use the Services as a services bureau or otherwise to provide services which are in essence similar to the Services to third parties; (iv)transmit, distribute, display or otherwise make available through or in connection with the Services any content, including any Customer Data (as defined below), in a manner which infringes third party rights, including intellectual property rights and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with use of the Services any malware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services, or the servers or networks that host them or make the Services available; (vii) use the Services for and/or in connection with any form of spam, unsolicited mail or similar conduct; (viii) access and/or use any Services and/or the TerraIP in order to build a competitive product or service; (ix) publish or disclose to any third party any technical features, quality, performance or benchmark test, or comparative analyses relating to the Services;(x) bypass any measures which are used to prevent, control or restrict access to the Services and/or certain functionalities therein; (xi) in fringe or violate any of the terms and conditions of these Terms. You hereby agree that upon Terra’s request, you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of this Agreement.
5.1. TrialSubscription. Terra may make the Services (or any part of it) available to Customers for the purpose of evaluating the Terra solution for reduced fees or free of charge (“Trial Subscription”). The term of the Trial Subscription shall commence upon your first access to the Services and continue until the earlier of (a) the end of the applicable TrialSubscription period agreed by the parties, (b) the start date of any subscription to the Services that you purchase pursuant to an Order Form, or(c) termination of the Trial Subscription by Terra for any reason, or for no reason at all, by sending you a termination notice with immediate effect.
5.2. No warranties. The Trial Subscription is provided by Terra “as is”for limited evaluation and testing purposes only, and Terra does not warrant that the Trial Subscription will operate without error or interruption. Terra specifically disclaims all warranties, express or implied, including the implied warranties of merchantability, non infringement, title, quality, accuracy, and fitness for a particular purpose.
6.1. Order Form. We may require you to execute an order form to allow you access or to subscribe to the Services, whether by signing a written form or providing a click-through consent (the “Order Form”). AnOrder Form may specify and include, among others, the fees payable inconsideration for your access to the Services (“Fees”), the scope of theServices, subscription plan and term, additional payment, and billing terms. TheFees are exclusive of any tariffs, duties or taxes (however designated, levied or based and whether foreign or domestic), including (without limitation) VAT and/or sales tax. Customer will pay or reimburse Terra as the case may be for all such tariffs, duties or taxes, except for those taxes based on Terra’s income.
6.2. Payments of Fees. If Customer fails to make any payment when due, then, in addition to all other remedies that may be available, Terra may collect interest compounded daily commencing on the date such payments become due, using a monthly rate of 1.5% or the highest rate permitted by law(whichever is lower). Any payment or part of a payment that is not paid byCustomer to Terra when due shall constitute sufficient cause for Terra to suspend its performance hereunder and terminate this Agreement, provided that a seven (7) business days prior notice was provided. Except to the extent otherwise expressly stated in this Agreement or in an Order Form, all obligations to pay Fees are non-cancelable, and all payments are non- refundable. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Terra regarding future functionality or features.
6.3. PricingUpdates. Terra may modify the Fees or applicable pricing for the Services, entering into effect upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing before the end of the then-current subscription term.
7.1. Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”).Receiving Party agrees to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required in the scope of thisAgreement. Confidential Information shall not include information thatReceiving Party can show by written evidence (a) was already lawfully known toor independently developed by Receiving Party without access to or use ofConfidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein.Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by ReceivingParty. Upon termination or expiration of this agreement for any reason or upon Customer’s written request, Terra shall return or permanently destroy all Customer Data inits possession.
8.1. Collection and Processing of Personal Data. To the extent Terra processes any personal data on Customer’s behalf under this Agreement, the provisions of the Terra Data Processing Addendum (available here) will apply and are hereby incorporated by reference. Customer is responsible for providing disclosures and obtaining all rights and consents necessary for Terra’s performance under this Agreement.
8.2. Data Security. Terra shall maintain and enforce an information security program including administrative, physical and technical security policies and procedures with respect to its processing of Customer Data, including, by conducting an annual SOC 2 Type II (or successor) audit and attestation.Terra shall maintain its SOC 2 Type II audit for the duration of the Term.
9.1. Terra will provide the Platform in accordance with the Service Level Agreement available here (“SLA”), which is incorporated herein by reference. The SLA may be updated by Terra from time to time, provided that any updates do not materially reduce the service levels or obligations applicable at the time of execution of this Agreement without the prior written consent of Customer.
Terra warrants that the Platform will substantially conform to the Documentation, when operated and used in accordance with the Documentation, the Order Form and the terms and conditions of this Agreement.
YOU ACKNOWLEDGE AND AGREE THAT, IN PROVIDING THE SERVICES, TERRA MAY UTILIZE ARTIFICIAL INTELLIGENCE (AI) AND MACHINE LEARNING (ML) TECHNOLOGIES, INCLUDING THOSE DEVELOPED AND MAINTAINED BY THIRD-PARTY PROVIDERS (“AI TOOLS”). THESE AI TOOLS ARE INTEGRATED TO ENHANCE FUNCTIONALITY, OPTIMIZE PERFORMANCE, OR OTHERWISE IMPROVE THE SERVICES. WHILE TERRA ENDEAVORS TO ENSURE THE ACCURACY, RELIABILITY, AND SECURITY OF THESE AI TOOLS, THE OUTCOMES AND INSIGHTS GENERATED BY AI TOOLS MAY BE INFLUENCED BY INHERENT MODEL CONSTRAINTS AND OTHER FACTORS.
EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEOR USE. TERRA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). While Terra strives to identify vulnerabilities, no guarantee is made that all vulnerabilities will be discovered or that your systems will be secure from unauthorized accessor free from all potential risks.
THE EVALUATION OF THREATS AND VULNERABILITIES THROUGH TERRA’S SERVICES IS CONDUCTED IN ACCORDANCE WITH THE INDUSTRY STANDARD AND BASED ON THE KNOWN VULNERABILITIES AT THE TIME THE TEST IS PERFORMED. THE CUSTOMER ACKNOWLEDGESAND AGREES THAT SECURITY IS A CONTINUOUSLY EVOLVING FIELD AND THAT NO SINGLE TEST OR EVALUATION CAN ENSURE THE COMPLETE SECURITY OF YOUR SYSTEMS, APPLICATIONS, OR NETWORKS. BY USING TERRA SERVICES, THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT ANY FINDINGS GENERATED BY THE SERVICES REPRESENT A POINT-IN-TIME EVALUATION. THESE FINDINGS MAY CHANGE OVER TIME DUE TO UPDATES IN THE CUSTOMER’S NETWORK, IMPLEMENTATION OF SECURITY UPDATES, CHANGES IN CONFIGURATIONS, OR OTHER VARIABLE FACTORS BEYOND TERRA’S CONTROL.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, TERRA DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT THE SERVICES ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF CUSTOMER’S CONTEMPLATED ACTIVITIES, SOFTWARE OR TOOLS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES AND ACKNOWLEDGES THAT THE USE OF THE SERVICES, INCLUDING THE USE OF AND/OR RELIANCE ON ANY OUTPUT DERIVED THE REFROM, IS ENTIRELY AT CUSTOMER’S OWN RISK.
11.1. Indemnification by Terra. Terra shall defend Customer from and against any claim by a third party alleging that the Services, when used as authorized under this Agreement, infringes or misappropriates such third party’s trademark, United States patent, copyright, or trade secret. Terra shall indemnify and hold Customer harmless from any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by Terra(including reasonable attorneys’ fees). The foregoing shall not apply for claims arising from: (i) modification of the Services (or any portion thereof)by Customer; (ii) Customer improperly accessing or using the Services, in a manner other than as specified in the Documentation provided by Terra; (iii)Customer’s integration and or the combination of the Services (or any portion thereof), with any third party product or component, to the extent that the infringement would not have occurred but for such integration or combination;(iv) Customer’s failure to implement any updates, upgrades and new versions to the Services (or any portion thereof) provided by Terra within a commercially reasonable time period, to the extent that the infringement would not have occurred but for such failure of Customer; or (v) Customer’s breach the terms of the Agreement.
11.2. Indemnification Procedure. The Customer will: (a) provide prompt written notice of the claim and give Terra sole control over the defense and settlement of the claim; and (b) provide to Terra its full and timely cooperation. Terra shall have the right to defend against any such claim with counsel of its own choosing and to settle and/or compromise such claim as it deems appropriate provided that it will not enter into any settlement which does not fully relieve the Customer of all liability or that otherwise requires Customer to admit any wrongdoing, without Customer’s written consent.
12.1. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT THIS AGREEMENT, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF TERRA TO PERFORM UNDER THIS AGREEMENT, AND ANY OTHER ACT OR OMISSION OF TERRA BY ANY OTHER CAUSE WHATSOEVER.
12.2. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, A PARTY IS FOUND TO BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT, EXCEPT WHERE PROHIBITED BY LAW, EITHER PARTY’S LIABILITY SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER TO TERRA UNDER APPLICABLE ORDER FORM DURING THE SIX (6) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE, AND IF NO FEES WERE CHARGED, THEN A PARTY’S LIABILITY SHALL NOT EXCEED US $1,000. THE FOREGOING LIABILITIES SHALL NOT APPLY WITH RESPECT TO A PARTY’S WILLFUL MISCONDUCT OR CUSTOMER’S OBLIGATION TO PAY THE FEES. IN ANY CASE NO ACTION MAY BE BROUGHT BY CUSTOMER IN CONNECTION WITH THE SERVICES MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
12.3. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR TERRA’S PROVISION OF THE SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF TERRA AND/OR ANY TERRA AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES.
13.1. Term. This Agreement is effective upon (i) Customer’s acceptance of these Terms, or (ii) the effective date of an applicable Order Form, whichever occurs first, and ending when terminated as described in this Section 13. Unless otherwise specified in the Order Form, each Order Form will have a term of twelve (12) months (an “Initial Term”) beginning on the effective date of such Order Form (“Term”).
13.2. Termination for Breach. Either party shall have the right to terminate this Agreement in the event that the other party is in breach of this Agreement, and such breach is not cured within thirty (30) business days of being provided with written notice and an opportunity to cure. Either party may immediately terminate this Agreement if the other party is dissolved or liquidated, becomes insolvent or unable to pay debts as they mature, or ceases to so pay, or makes an assignment for the benefit of creditors.
13.3. Effect of Termination. Upon termination of this Agreement, (i) all subscriptions, rights and licenses granted herein, and all Services provided by Terra hereunder shall terminate immediately; (ii) each party shall return to the other party or destroy all Confidential Information in its possession, custody, or control; and (iii) Customer shall remit in full all payments due to Terra, accruing prior to the date thereof, according to this Agreement and all Order Forms. Sections 4, 7, 10, 12, 13.3, 15 and any other Sections in this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiry of this Agreement shall continue to survive notwithstanding termination or expiry of this Agreement.
We may update these Terms from time to time, including to reflect updates to our Services or comply with legal requirements. If we make material changes that significantly affect your rights or obligations, we will notify you through our Services or by email (if you’ve provided one), and you will be asked to review and accept the updated terms before they take effect. For minor updates, we will post the revised Agreement with a new 'Last Revised' date, and your continued use of our Services after that date will indicate your acceptance of those changes.
15.1. Export Controls. The Services may be subject to U.S., Israel or other foreign export control laws and regulations (“Export Controls”), and Customer acknowledges and confirms that it is not: (i) located and will not use, export, re-export, import, or otherwise make the Services (or any portion thereof) available in or to any person, entity, organization, jurisdiction, or other circumstance that violates the Export Controls; (ii) incorporated under the laws of, operating from, or ordinarily resident in a country or territory subject to comprehensive U.S. or Israeli economic or trade sanctions (currently, Cuba, Lebanon, Iran, Syria, North Korea, or the Crimea region ofUkraine), and (iii) listed on any prohibited or restricted party list, such as the U.S. Treasury Department’s List of Specially Designated Nationals andBlocked Persons, or otherwise a target of U.S. sanctions. Without derogating from the foregoing, Customer will comply with all applicable Export Controls that apply to Customer’s use of the Services.
15.2. Insurance. Terra has and will maintain during the Term industry-standard insurance policies, including Errors & Omissions (E&O) and Cyber Liability insurance.
15.3. Relationship of the Parties. This Agreement does not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.
15.4. Governing Law and Jurisdiction. The parties expressly agree that this Agreement will be governed by the laws of the Applicable Jurisdiction without regard to its choice of law or conflicts of law principles. The Parties expressly consent to the exclusive jurisdiction and venue in the courts in the Applicable Jurisdiction, except that temporary relief to enjoin infringement of Intellectual Property rights may be sought in any court. “Applicable Jurisdiction” shall mean Tel-Aviv, Israel, if Customer’s entity is organized under the laws of the State of Israel; or (ii) New York, NY, USA if Customer’s entity is organized elsewhere.
15.5. Assignment. Neither party may assign, sublicense, or otherwise transfer any or all of its rights or obligations under this Agreement without the other party's prior written consent; provided, however, that either may assign this Agreement in its entirety (including all Order Forms), without such consent to its wholly owned affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
15.6. Marketing Permission. Subject to Customer’s written consent in each instance (email being sufficient), Customer grants Terra the right to use its company name and logo as a reference for marketing or promotional purposes on Terra’s websites and in other public or private publications or presentations with its existing or potential customers and investors, subject to Customer’s standard trademark usage guidelines as may be made available to Terra by Customer.Customer may revoke said right by providing written notice to Terra at support@terra.security.
15.7. Severability. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
15.8. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
15.9. Notices. Customer acknowledges that notices provided by Terra in connection with thisAgreement shall be provided as follows: via the Services, including by sending you notices through the Services, e-mail, phone or first class, airmail, or overnight courier. Customer further confirms that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed delivered the earlier of (a) receipt; or (b) 24 hours of delivery. Terra shall use your contact details that we have in our records in connection with providing you notices. Notices to Terra shall be sent to support@terra.security.
15.10. Electronic Agreement. Without limitation, Customer agrees that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.